zynga inc - Zynga - Investor Relations

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zynga inc - Zynga - Investor Relations
ZYNGA INC
FORM
8-K
(Current report filing)
Filed 02/06/17 for the Period Ending 02/03/17
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
699 EIGHTH STREET
SAN FRANCISCO, CA 94103
800-762-2530
0001439404
ZNGA
7374 - Computer Processing and Data Preparation and Processing Services
Internet Services
Technology
12/31
http://www.edgar-online.com
© Copyright 2017, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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, 2017
ZYNGA INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-35375
42-1733483
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
699 Eighth Street
San Francisco, CA 94103
(Address of Principal Executive Offices)
94103
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (855) 449-9642
Not Applicable
(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 (see General Instructions A.2. below):
☐
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))
Item 5.02 Election of Directors .
On February 3, 2017 , the Board of Directors (the “ Board ”) of Zynga Inc. (“ Zynga ”) increased the number of directors of Zynga from eight to ten and elected,
upon the recommendation of the Nominating and Corporate Governance Committee (the “ Nominating Committee ”) of the Board, Janice Roberts and Carol Mills
to each serve as a member of the Board until their respective successors are duly elected and qualified, or until their respective earlier death, resignation or
removal. Upon election to the Board and upon the recommendation of the Nominating Committee, each of Ms. Roberts and Ms. Mills was appointed to the Special
Ligation Committee, as described in more detail in Item 8.01 of this Current Report on Form 8-K.
In accordance with Zynga’s current program for compensation of non-employee directors which was filed as Exhibit 10.1 to Zynga’s Quarterly Report on Form 10Q filed on November 7, 2014 and incorporated by reference herein, Ms. Roberts and Ms. Mills will be entitled to receive compensation for their respective service
as a member of the Board and committees thereof.
There are no arrangements or understandings between Ms. Roberts or Ms. Mills and any other persons pursuant to which Ms. Roberts or Ms. Mills, respectively,
was elected as a director of Zynga. There are no family relationships between Ms. Roberts or Ms. Mills and any director, executive officer, or any person
nominated or chosen by Zynga to become a director or executive officer. Neither Ms. Roberts nor Ms. Mills is a party to any current or proposed transaction with
Zynga for which disclosure is required under Item 404(a) of Regulation S-K.
Zynga will also enter into its standard form of indemnification agreement separately with each of Ms. Roberts and Ms. Mills.
Item 7.01 Regulation FD Disclosure.
On February 6, 2017, Zynga issued a press release relating to the new director election. The press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference. The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, 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 that section, nor shall it be deemed
incorporated by reference into any other filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01 Other Events.
On February 3, 2017, the Board established a special litigation committee (the “ Special Litigation Committee ”) currently consisting of Janice Roberts and Carol
Mills to investigate the claims asserted against certain former and current Zynga officers and directors in three shareholder derivative suits currently pending in the
Delaware Court of Chancery, the United States District Court for the Northern District of California, and the Superior Court of California, County of San Francisco
(collectively, the “ Litigation ”). The Special Litigation Committee will determine what actions are appropriate and in the best interests of Zynga, and decide
whether it is in the best interests of Zynga to pursue, dismiss or consensually resolve the claims asserted in the Litigation. The Board determined that each member
of the Special Litigation Committee is disinterested and independent with respect to the Litigation. Among other things, the Special Litigation Committee has the
power to retain counsel and expert advisors, as appropriate, to assist it in the investigation, gather and review relevant documents relating to the claims, interview
persons who may have knowledge of the relevant information, prepare a report setting forth its conclusions and recommended course of action with respect to the
Litigation, and to take any actions, including, without limitation, directing the filing and prosecution of litigation on behalf of Zynga, as the Special Litigation
Committee in its sole discretion deems to be in the best interests of Zynga in connection with the Litigation. The Special Litigation Committee’s findings and
determinations shall be final and not subject to review by the Board and in all respects shall be binding upon Zynga.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits .
Exhibit
Number 99.1*+ Description
Press release, dated February 6, 2017.
*
+
Filed herewith.
This exhibit 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 it be
deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
2
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
thereunto duly authorized.
ZYNGA INC.
Date: February 6, 2017
By: /s/ Devang Shah
Devang Shah
General Counsel, Secretary and Senior Vice President
3
Exhibit 99.1
Zynga Appoints Two New Directors to its Board – Carol G. Mills and Janice M. Roberts
SAN FRANCISCO, February 6, 2017 – Zynga Inc. (Nasdaq:ZNGA), a leading provider of social game services, today announced that two new
directors are joining its Board, Carol G. Mills and Janice M. Roberts.
"I'm proud to welcome Carol and Janice to Zynga's Board of Directors," said Frank Gibeau, CEO of Zynga. "Janice's expertise with global mobile
product and technology companies, and Carol's three decades of experience developing world-class enterprise services and teams, will be
invaluable as we focus on unlocking long-term growth in our business and increasing shareholder value."
Mills and Roberts join Zynga's board members: Louis J. Lavigne, Jr., Dr. Regina E. Dugan, Ellen F. Siminoff, Sunil Paul, William "Bing" Gordon,
John Doerr, Mark Pincus and Frank Gibeau.
Mills brings more than three decades of experience building global engineering teams to Zynga's Board. She currently serves as Chairman of the
Board of Directors for Xactly Corporation, a software as a service company devoted to incentive compensation, and serves on the Board of Directors
for RELX Group.
Most recently, Mills served as the Interim CEO of Blue Coat Systems, Inc., in late 2011. Before that, she spent nearly two years at Juniper Network,
Inc., where she served as Executive Vice President and General Manager of its Infrastructure Products Group, overseeing business strategy and
product development. Prior to joining Juniper Networks, Mills was a principal consultant for Barrymore and Baldwin, a strategy consulting firm. Mills
also spent more than four years as the CEO of Acta Technology, Inc., an enterprise software company that was acquired by Business Objects in
July 2002. Additionally, Mills spent more than 17 years at Hewlett-Packard Company where she held a number of executive roles including Vice
President and Worldwide General Manager of its UNIX Server Business Unit.
Previously, Mills was a Board Member for several companies including, Adobe Systems, Inc.; Alaska Communications Systems Group, Inc.; Blue
Coat Systems, Inc.; Ingram Micro; Tekelec, Inc.; and WhiteHat Security, Inc.
Roberts brings more than three decades of venture capital and global technology experience to Zynga's Board. She has served on numerous
private, public and non-profit boards, and is currently a Partner at Benhamou Global Ventures LLC. Roberts serves on the Board of Directors for
Zebra Technologies Corp. and RealNetworks, Inc., and most recently served on the board of ARM Holdings plc, owned by SoftBank Group, the
microprocessor technology company for smartphones, computing and connectivity.
Prior to joining Benhamou Global Ventures, Roberts served as a Managing Director at Mayfield Fund for 13 years. At Mayfield, she invested in
communications and networking, wireless, mobile and consumer technology companies. Preceding her career in venture capital, Roberts held a
number of executive roles in Europe and the U.S. She spent 9 years in a number of senior executive roles at networking company, 3Com Corp.
(Hewlett-Packard Company), including Senior Vice President of Global Marketing and Business Development, Acting President of the Palm
Computing Division and President of 3Com Ventures. Before 3Com, Roberts held various positions in the communications and networking industry,
including Managing Director of BICC Data Networks, which was acquired by 3Com in 1992.
About Zynga Inc.
Since its founding in 2007, Zynga's mission has been to connect the world through games. To-date, more than 1 billion people have played Zynga's
games across Web and mobile, including FarmVille
, Zynga
Poker
, Words
With
Friends
, Hit
it
Rich!
Slots
and CSR
Racing
. Zynga's games are
available on a number of global platforms including Apple iOS, Google Android, Facebook and Zynga.com . The company is headquartered in San
Francisco, Calif., and has additional offices in the U.S., Canada, U.K., Ireland and India. Learn more about Zynga at http://blog.zynga.com or follow
us on Twitter and Facebook.
Contact
Kelly Pakula
[email protected]
(415) 245-4462
Forward-Looking Statements
This press release contains forward looking statements relating to, among other things, the appointment of our new directors and their success, that
the appointment of our new directors will be invaluable as we focus on unlocking long-term growth in our business and increasing shareholder value.
Forward-looking statements often include words such as "outlook," "projected," "intends," "will," "anticipate," "believe," "target," "expect," and
statements in the future tense are
Exhibit 99.1
generally forward-looking. The achievement or success of the matters covered by such forward-looking statements involves significant risks,
uncertainties, and assumptions. Our actual results could differ materially from those predicted or implied and reported results should not be
considered as an indication of our future performance. Undue reliance should not be placed on such forward-looking statements, which are based on
information available to us on the date hereof. We assume no obligation to update such statements.
More information about factors that could affect our operating results are or will be described in greater detail in our public filings with the SEC,
copies of which may be obtained by visiting our Investor Relations web site at http://investor.zynga.com or the SEC's web site at www.sec.gov.

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