Current Report Filing (8-k)
February 03 2023 - 04:07PM
Edgar (US Regulatory)
0001418100false00014181002023-02-012023-02-01
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): February 3, 2023
(February 1, 2023)
AVAYA HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-38289
|
|
26-1119726
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
2605 Meridian Parkway, Suite 200
|
|
|
|
|
Durham,
|
North Carolina
|
|
|
|
27713
|
(Address of Principal Executive Office)
|
|
|
|
(Zip Code)
|
Registrant's telephone number, including area code:
(908) 953-6000
N/A
(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:
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
AVYA |
New York Stock Exchange |
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Carrie Teffner to the Board of Avaya Holdings
Corp.
On February 1, 2023, the Board of Directors (the “Board”) of Avaya
Holdings Corp. (the “Company”), increased the size of the Board by
one director, from eight to nine members, effective immediately and
appointed Ms. Carrie Teffner to fill the vacancy resulting from the
increase in the size of the Board. Ms. Teffner will serve as a
director until her successor has been elected and qualified,
subject to her earlier death, resignation, retirement,
disqualification or removal. At this time Ms. Teffner is not
expected to serve on any committees of the Board.
Ms. Teffner, who is 56 years old, is currently a board member at
DXC Technology (NYSE: DXC), BFA Industries and the International
Data Group. From September 2018 to June 2021, Ms. Teffner served on
the Board of Directors of GameStop Inc. (NYSE: GME). Ms. Teffner
also served on the Board of Directors of Ascena Retail Group, Inc.
(NASDAQ: ASNA) from October 2018 to March 2021, where she also
served as Interim Executive Chair from May 2019 to March 2021, and
on the Board of Directors of Crocs, Inc. (NASDAQ: CROX) from June
2015 to December 2015. She previously served as Executive Vice
President and Chief Financial Officer at Crocs, Inc., PetSmart
(NASDAQ: PETM) and Weber-Stephens LLC and as Senior Vice President
and Chief Financial Officer of Timberland Co. (NYSE: TBL). Ms.
Teffner spent the first 21 years of her career in various
leadership positions with Sara Lee Corporation (NYSE: SLE),
including in division and segment Chief Financial Officer roles and
as Corporate Treasurer. Ms. Teffner holds Master of Business
Administration and Bachelor of Science degrees from the University
of Vermont and serves on the Grossman School of Business Board of
Advisors.
In connection with Ms. Teffner’s appointment, the Company entered
into an independent agent letter (the “Teffner Agreement”) with Ms.
Teffner. Pursuant to the Teffner Agreement, Ms. Teffner will
receive cash compensation equal to $42,500 each month payable in
advance for her service on the Board and will be covered by the
Company’s directors’ and officers’ insurance policy. The
description of the Teffner Agreement is qualified in its entirety
by the full text of the Teffner Agreement, a copy of which will be
filed with the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2023.
There are no arrangements or understandings between Ms. Teffner and
any other person pursuant to which she was appointed as director of
the Company. In addition, there are no family relationships between
Ms. Teffner and any director or executive officer of the Company
and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K. The Board determined that Ms. Teffner will be
independent under applicable New York Stock Exchange listing
standards.
Appointment of David M. Barse to the Board of Avaya
Inc.
On February 1, 2023, the board of directors (the “Subsidiary
Board”) of Avaya Inc., a wholly-owned direct subsidiary of Avaya
Holdings Corp., appointed Mr. David M. Barse as a director on the
Subsidiary Board effective immediately. Mr. Barse, who is 60 years
old, has more than 30 years of experience in finance and financial
and trading markets. Mr. Barse is the founder and CEO of XOUT
Capital, an index company, the founder of DMB Holdings, a private
family office, and previously served as the CEO of Third Avenue
Management. Mr. Barse currently serves as Chairman of the Board of
Directors for the City Parks Foundation, as well as on the Board of
Trustees of Brooklyn Law School and as the Chair of its Finance
Committee.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVAYA HOLDINGS CORP.
|
Date: February 3, 2023
|
By:
|
/s/ Rebecca A. Roof
|
|
|
Name:
|
Rebecca A. Roof
|
|
|
Title:
|
Interim Chief Financial Officer
|
Avaya (NYSE:AVYA)
Historical Stock Chart
From Apr 2023 to May 2023
Avaya (NYSE:AVYA)
Historical Stock Chart
From May 2022 to May 2023