SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 9, 2018 (November 8, 2018)
Electronics For Imaging, Inc.
(Exact name of Registrant as Specified in its Charter)
(State or other jurisdiction
6750 Dumbarton Circle
Fremont, California 94555
(Address of Principal Executive Offices)
(Registrant’s telephone number, including area code)
(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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [ ]
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2018, the Board of Directors of Electronics For Imaging Inc., a Delaware corporation (“EFI”), expanded its number of authorized directors from seven to eight and appointed Janice Durbin Chaffin to the Board of Directors of EFI, effective immediately, to fill the vacancy created by the expansion. Ms. Chaffin was also appointed to the Audit Committee of the Board of Directors of EFI, effective immediately. The Board of Directors determined that Ms. Chaffin is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated thereunder by the Securities and Exchange Commission and Rule 5605(a)(2) of the Nadasq Listing Rules. There are no arrangements or understandings between Ms. Chaffin and any other person pursuant to which Ms. Chaffin was appointed to serve on the Board of Directors. Ms. Chaffin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Chaffin will participate in EFI’s non-employee director compensation program, which consists of equity grants approved from time to time by the Board of Directors, as well as annual cash retainers and meeting fees as described on pages 12 and 13 of EFI’s proxy statement for its 2018 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 27, 2018. In connection with her appointment, Ms. Chaffin was granted an award of restricted stock units with a grant date fair value of $100,000, scheduled to vest 25% on the first anniversary of the date of grant of the award, and as to the balance in monthly installments over the 30 months thereafter, subject to her continued service on the Board through the applicable vesting dates. EFI has entered into an indemnity agreement with Ms. Chaffin in the form attached as Exhibit 10.1 to EFI’s Current Report on Form 8-K filed on February 15, 2008.
The foregoing description is qualified in its entirety by reference to the press release of EFI issued on November 8, 2018, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of EFI under the Securities Act of 1933, as amended, or the Exchange Act.
Effective November 8, 2018, Richard Kashnow ceased to be a member of the Audit Committee and was appointed as a member of the Compensation Committee of the Board of Directors of EFI.
Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
November 9, 2018
ELECTRONICS FOR IMAGING, INC.
/s/ Marc Olin
Chief Financial Officer
EFI ADDS EXPERIENCED EXECUTIVE TO BOARD OF DIRECTORS
Addition of Janice Chaffin Expands Board to Eight Members
FREMONT, Calif., Nov. 8, 2018 (GLOBE NEWSWIRE) - Electronics For Imaging, Inc. (Nasdaq: EFII), a world leader in customer-focused digital printing innovation, today announced the appointment of Janice Chaffin to its Board of Directors.
Ms. Chaffin is an experienced technology industry executive, specializing in strategic marketing and global operations. She has held several senior executive positions with Symantec Corporation, including serving as group president of its consumer business unit from 2007 to 2013. Ms. Chaffin also serves on the boards of directors of Nasdaq-traded companies Synopsys, Inc. and PTC Inc. She is an Advisory Council member for Illuminate Ventures and a member of the Board of Visitors for the UCLA Anderson School of Management. Previously she served on the boards of Informatica Corporation and International Game Technology, along with the Operating Committee of privately held Ancestry.com.
Gill Cogan, Chairman of EFI’s Board of Directors, commented, “With her demonstrated expertise in global marketing, strategy, business
development, R&D management and product development, Janice is an excellent addition to the EFI board.”
“I am excited about the opportunities ahead for EFI, and I look forward to contributing to the Company’s growth and strategic direction,” said Ms. Chaffin.
Commenting on the appointment, EFI CEO Bill Muir said, “Janice is a proven leader and innovator in the software and hardware industries. We look forward to benefiting from her expertise as we continue to grow our Company.”
Prior to leading Symantec's consumer business unit, Ms. Chaffin served as the company's executive vice president and chief marketing officer from 2006 to 2007, and as senior vice president and chief marketing officer from 2003 to 2006. Before joining Symantec, Ms. Chaffin worked for more than twenty years at Hewlett-Packard Company in a variety of management and marketing leadership positions. Ms. Chaffin graduated summa cum laude from the University of California, San Diego, with a Bachelor of Arts degree in Political Science, and earned a Master of Business Administration from the University of California, Los Angeles, where she was an Edward W. Carter Fellow.
EFI™ is a global technology company, based in Silicon Valley, and is leading the worldwide transformation from analog to digital imaging. We are passionate about fueling customer success with products that increase competitiveness and boost productivity. To do that, we develop breakthrough technologies for the manufacturing of signage, packaging, textiles, ceramic tiles, and personalized documents, with a wide range of printers, inks, digital front ends, and a comprehensive business and production workflow suite that transforms and streamlines the entire production process. (www.efi.com)