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Item 2.02
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Results of Operations and Financial Condition
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On
April 27, 2017
, Gigamon Inc. (the “Company”) issued a press release announcing its financial results for the
first
quarter ended
April 1, 2017
. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(d) Election of New Director
On April 25, 2017, the Board of Directors (the “Board”) of the Company elected Arthur W. Coviello, Jr. to serve as a member of the Board, effective immediately. Mr. Coviello will serve in the class of directors whose term expires at the annual meeting of stockholders to be held in 2017. In addition, Mr. Coviello was appointed as a member of the Audit Committee of the Board, effective immediately.
Arthur W. Coviello, Jr. has served as a venture partner at Rally Ventures since May 2015. Previously, Mr. Coviello served as executive vice president at EMC Corporation, a data storage and information management company, and as executive chairman at RSA, the security division of EMC Corporation, from February 2011 to February 2015 and as executive vice president and president of RSA from September 2006 to January 2011. Mr. Coviello served as chief executive officer and a member of the board of directors of RSA Security, Inc., a network security company, from January 2000 until its acquisition by EMC Corporation in September 2006, as its president from March 1999 until its acquisition and as its acting chief financial officer from December 2005 to May 2006. Mr. Coviello currently serves on the board of directors of EnerNOC, Inc., a provider of energy intelligence software and services, and Synchrony Financial, a financial institution. Mr. Coviello also serves as a director of a number of private companies. Mr. Coviello holds a B.B.A. degree in accounting from the University of Massachusetts.
In connection with his election to the Board, Mr. Coviello was granted (i) an award of 5,509 restricted stock units (the “Initial RSU Award”) under the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) and (ii) an award of 982 restricted stock units under the 2013 Plan (the “Additional Initial RSU Award” and together with the Initial RSU Award, the “Initial Awards”). The Initial RSU Award will vest in equal annual installments over a three-year period following his election to the Board, subject to Mr. Coviello’s continued service on the Board through each applicable vesting date. The Additional Initial RSU Award will vest in equal installments on May 9, 2017, and June 9, 2017 (provided, however, that the Additional Initial RSU Award will vest fully on the date of the Company’s next annual meeting of stockholders), subject to Mr. Coviello’s continued service through each applicable vesting date. The Initial Awards are subject to the terms and conditions of the 2013 Plan and the Company’s outside director compensation policy, as amended (the “Outside Director Compensation Policy”). Furthermore, in accordance with the Company’s Outside Director Compensation Policy, Mr. Coviello will be eligible to receive future cash and equity compensation for his service on the Board and its committees.
Mr. Coviello also executed the Company’s standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-182662) filed with the Securities and Exchange Commission on May 29, 2013.
A press release announcing Mr. Coviello’s appointment to the Board is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
(d)
Departure of Named Executive Officer
On April 27, 2017, the Company announced that Helmut G. Wilke would be resigning as the Senior Vice President, Worldwide Sales of the Company. Mr. Wilke will continue to serve in such capacity while the Company conducts a search to identify his successor as well as to assist with the transition of his responsibilities and other related matters.