0001710583FALSE00017105832020-09-152020-09-15

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): September 15, 2020
SWCH-20200915_G1.GIF
Switch, Inc.
(Exact name of registrant as specified in its charter)
Nevada
001-38231
82-1883953
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

7135 S. Decatur Boulevard
Las Vegas, NV 89118
(Address of principal executive offices) (Zip Code)


(702) 444-4111
(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A common stock, par value $0.001 SWCH New York Stock Exchange
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. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 15, 2020, the Board of Directors (the “Board”) of Switch, Inc. (the “Company”) increased the size of the Board from six to seven and appointed Angela Archon as a member of the Board, effective November 4, 2020, to serve until the Company’s 2021 annual meeting of stockholders. The Board has not yet determined the committees of the Board on which Ms. Archon will serve.

The Board determined that Ms. Archon is an “independent director,” as defined under the applicable rules of the Securities Exchange Act of 1934 and the rules of the New York Stock Exchange. There are no arrangements or understandings between Ms. Archon and any other person pursuant to which Ms. Archon was selected as a director. There are no transactions in which Ms. Archon has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Archon will participate in the standard compensation arrangements for the Company’s non-employee directors, as disclosed in the Company’s most recent proxy statement, filed April 29, 2020, the description of which is incorporated herein by reference.

Ms. Archon served as Vice President, Operations, in the Watson Health business unit of International Business Machines Corporation (“IBM”), a provider of business and information technology products and services, from October 2016 until her retirement from IBM in March 2018. Prior to serving as Vice President, Operations, Ms. Archon served as Vice President, Transformation and Chief Operating Officer with IBM Watson Health from February 2015 to October 2016. Previously, Ms. Archon served as Vice President, Corporate Strategy from May 2013 to February 2015, and Vice President of Worldwide Client Care, Systems & Technology Group, from August 2010 to May 2013. She also served in a variety of other executive roles with IBM, including Vice President of Intellectual Property Licensing and Business Development, Systems & Technology Group; Director of Global Sourcing Procurement – Enterprise Services; and Director of Global Services Procurement – Strategy, Operations & Alliances. Ms. Archon served as a director of H&R Block, a publicly held tax and financial services company, from March 2016 to September 2020. Ms. Archon currently serves on the Board of Stewardship Trustees of CommonSpirit Health (since July 2020) and the Chemical Engineering Advisory Board at the University of Texas at Austin (since March 2016). Ms. Archon holds two degrees from the University of Texas at Austin, a Bachelor of Science degree in Chemical Engineering and a Master of Science degree in Systems Engineering.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing the matters described in Item 5.02 of this report is attached hereto and furnished as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Exhibit Description
   
99.1 Press Release, dated September 16, 2020
104 Cover Page Interactive Data File (formatted in Inline XBRL)



EXHIBIT INDEX
Exhibit No. Exhibit Description
   
99.1
104 Cover Page Interactive Data File (formatted in Inline XBRL).


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.
Date: September 16, 2020   Switch, Inc.  
(Registrant)
           
      By: /s/ Gabe Nacht  
      Name: Gabe Nacht  
      Title: Chief Financial Officer  

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