UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 21, 2014
SPS COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34702 | 41-2015127 | ||
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 333 South Seventh Street, Suite 1000 Minneapolis, MN |
55402 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(612) 435-9400
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Michael A. Smerklo was elected to join the board of directors of SPS Commerce, Inc. (the “Company”) effective as of January 21, 2014, filling the seat previously held by Bradley A. Cleveland who resigned effective January 21, 2014. Mr. Smerklo serves as Chairman and CEO of ServiceSource International, Inc. (Nasdaq:SREV), where he has served in those positions since 2008 and 2003, respectively. ServiceSource is a market leader in recurring revenue management, increasing customers’ recurring revenue, profits and end-customer retention. Mr. Smerklo has worked in technology and cloud computing for more than 15 years. Prior to ServiceSource, he helped start and held executive positions at Loudcloud, which became Opsware, and also held positions at Morgan Stanley and Lehman Brothers.
For his service on the board, Mr. Smerklo will be compensated in accordance with the Company’s non-employee director compensation policy, which provides that he will receive an initial stock option grant to purchase $111,000 of shares of our common stock in connection with his appointment to the board calculated as the grant date fair value of the option computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation. This initial grant will be made after the close of market on the second business day following the release of our financial results for the year ended December 31, 2013 and will vest in equal monthly installments over three years from the date of his appointment to the board for so long as Mr. Smerklo remains a member of the board. Our non-employee director compensation policy also provides that Mr. Smerklo will receive an annual stock option grant to purchase up to $46,175 of shares of the Company’s common stock computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Stock Compensation and an annual restricted stock grant of $46,175 of restricted stock on the date of each annual meeting of stockholders at which he is elected to the board or continues to serve as a director. These awards will vest in full on the earlier of one year after the date of grant or the date of the next year’s annual meeting of stockholders, provided he remains a member of the board as of the vesting date. Mr. Smerklo will also receive an annual cash retainer of $27,500 for his service on the board.
A copy of the press release announcing Mr. Smerklo’s appointment to the board is furnished, but not filed, as Exhibit 99 hereto.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99 | Press Release dated January 22, 2014 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPS COMMERCE, INC. | ||||||
| Date: January 22, 2014 | By: | /s/ Kimberly K. Nelson | ||||
| Kimberly K. Nelson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| No. |
Description |
Manner of Filing | ||||
| 99 | Press Release dated January 22, 2014 | Filed Electronically | ||||
Exhibit 99
SPS Commerce Appoints New Board Member Mike Smerklo
ServiceSource CEO Brings Expertise in SaaS Solutions and Leadership to SPS’ Board of Directors
MINNEAPOLIS, January 22, 2014 (GLOBE NEWSWIRE) — SPS Commerce (Nasdaq:SPSC), a leading provider of on-demand supply chain management solutions, today announced that it has appointed Mike Smerklo to its board of directors effective January 22, 2014 Mr. Smerklo replaces Brad Cleveland on SPS’ board of directors.
Mr. Smerklo serves as Chairman and CEO of ServiceSource International, Inc. (Nasdaq:SREV), where he has served in those positions since 2008 and 2003, respectively. ServiceSource is the market leader in recurring revenue management, increasing customers’ recurring revenue, profits and end-customer retention. Mr. Smerklo has worked in technology and cloud computing for more than 15 years. Prior to ServiceSource, he helped start and held executive positions at Loudcloud, which became Opsware, and also held positions at Morgan Stanley and Lehman Brothers.
“We are pleased to welcome Mike Smerklo to our board of directors,” said Archie Black, President and CEO of SPS Commerce. “Under Mike’s leadership, ServiceSource pioneered an industry and became the market leader in an emerging category. We look forward to having him join our board. I would also like to thank Brad Cleveland for his contribution to SPS Commerce as a director.”
About SPS Commerce
SPS Commerce perfects the power of trading partner relationships with the industry’s most broadly adopted, retail cloud services platform. As a leader in cloud-based supply chain management solutions, we provide prewired, proven integrations and comprehensive retail performance analytics to thousands of customers worldwide. With a singular focus on the retail marketplace, we revolutionized traditional EDI systems by developing a platform that enables highly cost-effective and reliable trading partner collaboration. SPS Commerce has achieved 51 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, please contact SPS Commerce at 866-245-8100 or visit www.spscommerce.com.
SPS COMMERCE, SPSCOMMERCE.NET, and RETAIL UNIVERSE are marks of SPS Commerce, Inc. and Registered in U.S. Patent and Trademark Office. INFINITE RETAIL POWER, SPS, SPS logo and others are further marks of SPS Commerce, Inc. These marks may be registered or otherwise protected in other countries.
CONTACT:
Investor Relations
The Blueshirt Group
Nicole Gunderson
Stacie Bosinoff
415-217-7722
spsc@blueshirtgroup.com
Media Relations
Kay Rindels
SPS Commerce
866-245-8100
krindels@spscommerce.com