Item 2.02 Results of Operations and Financial Condition.
OnJanuary 26, 2022 ,Qualtrics International Inc. (the "Company") issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its financial results for the three months and full year endedDecember 31, 2021 . The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
OnJanuary 24, 2022 ,Luka Mucic notified the Company of his resignation from the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of the Company, effective as ofJanuary 26, 2022 .Mr. Mucic's decision to resign from the Audit Committee was not related to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.Mr. Mucic will continue to serve on the Board. OnJanuary 24, 2022 , the Board appointedOmar A. Johnson andRitu Bhargava to the Board as directors, effective as ofJanuary 26, 2022 . The appointments ofMr. Johnson andMs. Bhargava fill newly created vacancies resulting from an increase in the size of the Board from nine (9) to eleven (11) directors that was approved by the Board. The Board also appointedMr. Johnson to serve as a member of the Audit Committee to fill the vacancy created byMr. Mucic's resignation. The Board determined thatMr. Johnson is an "independent director" as defined in the Nasdaq listing standards and applicable rules of theSecurities and Exchange Commission .Mr. Johnson founded ØPUS Intelligence, an enterprise software company, inOctober 2020 . Prior to that,Mr. Johnson founded ØPUS United, a professional services company, inJune 2017 . Prior to founding ØPUS United,Mr. Johnson served as Vice President of Marketing at Apple Inc. fromJuly 2014 toOctober 2016 . Prior to that,Mr. Johnson served in various senior leadership roles at Beats byDr. Dre , which was acquired by Apple Inc. in 2014, including as Chief Marketing Officer fromOctober 2012 toOctober 2016 and Vice President of Marketing fromOctober 2010 toOctober 2012 .Mr. Johnson holds a bachelor's degree in Biology and Chemistry fromGeorgia State University and an M.B.A. fromEmory University ,Goizueta Business School .Mr. Johnson will be compensated for his services as a non-employee director in accordance with the Company's Non-Employee Director Compensation Program. Pursuant to the Non-Employee Director Compensation Program, in connection with his appointment,Mr. Johnson will be granted an initial award of restricted stock units with a grant date fair value equal to$450,000 , which will vest in equal installments on each of the first three anniversaries ofFebruary 1, 2022 , subject toMr. Johnson's continued service as a member of the Board on such dates. In addition,Mr. Johnson will be entitled to receive an annual cash retainer of$45,000 for service on the Board.Ms. Bhargava has served as the Chief Product Officer of SAP SE ("SAP") Customer Experience sinceNovember 2021 . Prior to joining SAP, fromDecember 2011 toOctober 2021 ,Ms. Bhargava held various technology leadership positions at salesforce.com, inc., most recently serving as Head of Engineering for Sales Cloud. Prior to that,Ms. Bhargava worked at Oracle Corporation from 2001 to 2011 and was responsible for financial applications in various roles.Ms. Bhargava holds a bachelor's degree in Economics and Psychology fromLady Shri Ram College ,Delhi University , and an M.B.A. in Finance and IT from theUniversity of Lincolnshire in theUnited Kingdom .
As a non-employee director employed by SAP,
The Company will enter into its standard form of indemnification agreement with each ofMr. Johnson andMs. Bhargava in connection with his and her appointment to the Board, respectively. There are no arrangements or understandings betweenMr. Johnson orMs. Bhargava , on the one hand, and any other persons, on the other hand, pursuant to which each ofMr. Johnson andMs. Bhargava was selected as a director. NeitherMr. Johnson norMs. Bhargava has any family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between either ofMr. Johnson orMs. Bhargava and the Company that would be required to be reported under Item 404(a) of Regulation S-K. --------------------------------------------------------------------------------
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.2 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1* Form of Director and Executive Officer Indemnification Agreement 99.1 Press Release, datedJanuary 26, 2022 ,
announcing financial results for
the three months and full year ended December 31, 2021 99.2 Press Release, dated January 26 , 2022, announcing the appointment of new directors to the
board of directors of Qualtrics
International Inc. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
* Incorporated by reference to Exhibit 10.12 filed with the Company's
Registration Statement on Form S-1 (File No. 333-251767), filed with the
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