Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 16, 2022, the Board of Directors (the “Board”) of Clearwater
Analytics Holdings, Inc. (the “Company”) appointed Lisa Jones to the Board,
effective immediately. Ms. Jones will serve as a Class I director with a term
expiring at the Company’s Annual Meeting of Stockholders in 2025. Ms. Jones was
also appointed as a member of the Audit Committee of the Board.
For serving on the Board and the Audit Committee, Ms. Jones will receive
annualized cash retainers equal to $40,000 and $10,000 per calendar year,
respectively. Ms. Jones will also be eligible for an annual grant of restricted
stock units with an equivalent value of $200,000 with the number of restricted
stock units calculated by dividing $200,000 by the ten trading day average
closing share price leading up to the day of the grant. The initial grant to be
subject to pro-ration based on the length of Ms. Jones’ service on the Board
until the Company’s next Annual Meeting of Stockholders in 2023.
In connection with Ms. Jones’s appointment to the Board, the Company has entered
into an indemnification agreement with Ms. Jones in substantially the same form
as the Company has entered into with each of the Company’s existing directors
and as previously disclosed in the Company’s public filings.
There were no arrangements or understandings between Ms. Jones and any other
persons pursuant to which she was selected as a director. In addition, Ms. Jones
is not a party to any transaction, or any proposed transaction, required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On September 20, 2022, the Company issued a press release announcing the
appointment of Ms. Jones to the Board. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, 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 that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith:
Exhibit Number Description 99.1 Press release entitled "Clearwater Analytics Appoints Lisa Jones to its Board of Directors" dated September 20, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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