Form 8-K NEUSTAR INC For: Jul 30
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E-mailUNITED 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) July 30, 2015
NeuStar, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32548 | 52-2141938 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
Of incorporation) | File Number) | Identification No.) | ||
21575 Ridgetop Circle Sterling, Virginia | 20166 | |
(Address of principal executive offices) | (Zip Code) | |
(571) 434-5400
(Registrant's telephone number, including area code.)
N/A
(Former name and 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 Instruction 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 16, 2015, the Board of Directors (the “Board”) of NeuStar, Inc. (“Neustar” or the “Company”), voted to expand the size of the Board by two members from nine to eleven directors. Pursuant to Article III, Section 2 of the Company’s Amended and Restated Bylaws, and acting upon the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Paul Ballew to serve as a Class III Director and Dr. Deborah Rieman to serve as Class I director (such appointees together, the “New Directors”), effective July 30, 2015. Mr. Ballew will serve as a member of the Company’s Audit Committee and continue in office as a Class III Director until the Company’s 2016 Annual Meeting of Stockholders. Dr. Rieman will serve as a member of the Company’s Compensation Committee and continue in office as a Class I director until the Company’s 2017 Annual Meeting of Stockholders.
There are no arrangements or understandings between either of the New Directors, on the one hand, and any other person, on the other hand, pursuant to which the New Directors were selected as directors of the Company, nor are there any transactions between the Company and either of the New Directors that would be reportable under Item 404(a) of Regulation S-K.
In accordance with the Company’s director compensation policy for non-management directors, each of the New Directors will receive an annual cash retainer of $70,000 and an additional cash retainer of $10,000 for their respective Committee memberships. Additionally, non-management directors receive an annual Restricted Stock Unit grant equal to $185,000 divided by the 30-day moving average stock price of the Company’s Class A Common Stock as of the market close on the last business day of the fiscal quarter prior to the date of grant.
In connection with their appointments as a director, each of the New Directors will enter into the Company’s Form of Indemnification Agreement, a copy of which was filed with the Securities and Exchange Commission on February 29, 2012 as Exhibit 10.15 to the Company’s Annual Report on Form 10-K. The Form of Indemnification Agreement generally requires the Company to indemnify directors to the fullest extent permitted by law.
A copy of the press release announcing the appointment of the New Directors is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press Release of Neustar, dated July 30, 2015. | |
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.
NeuStar, Inc. | |||||
Date: | July 30, 2015 | By: | /s/ Paul S. Lalljie | ||
Name: Paul S. Lalljie | |||||
Title: Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) | |||||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release of Neustar, dated July 30, 2015. | |
Exhibit 99.1
Neustar Appoints Deborah Rieman and Paul Ballew To Its Board
Appointments of Silicon Valley Veteran and Data Analytics Leader
Effective Immediately
STERLING, VA., July 30, 2015 — Neustar, Inc. (NYSE: NSR), a trusted, neutral provider of real-time information services, today announced that Deborah Rieman, a Silicon Valley veteran who is the Executive Chairman of Metamarkets and former CEO of Check Point Software, and Paul Ballew, Chief Data and Analytics Officer of Ford Motor Company, were elected to the Company’s Board of Directors.
“We are pleased that Deb and Paul have accepted our invitation to join our Board of Directors,” said Lisa Hook, Neustar President and Chief Executive Officer. “They both bring a wealth of expertise in identity management, customer analytics, marketing and security services, all of which align so well with the way we have transformed our business. Their guidance and insights will help us grow into an even stronger leader in the information services space.”
Ms. Rieman is a recognized technology leader, having been named as one of Time magazine’s “50 Cyber-Elite” and as a “Top 10 Women in Technology” by Working Woman magazine. She has deep technical expertise in the marketing technology and security services space, holding senior positions at companies such as Adobe Systems, Sun Microsystems, and Xerox, as well as serving on the Boards of companies such as Corning, Inc. Ms. Rieman holds a bachelor’s degree from Sarah Lawrence College and a doctorate degree in mathematics from Columbia University.
“I’m thrilled to join Neustar’s Board,” said Deb Rieman. “Neustar is uniquely positioned in the way it utilizes its expertise in real-time authoritative identity to create solutions supporting companies’ marketing and security needs. I look forward to working with Lisa and the Board at this important juncture.”
Mr. Ballew has more than 25 years experience in marketing and sales analytics with an emphasis on turning customer insights into business action. With an extensive background in business transformations, Mr. Ballew’s initiatives have increased customer retention, enhanced marketing effectiveness, and deepened customer relationships. Prior to joining Ford, Mr. Ballew held senior positions in data and customer analytics at The Dun & Bradstreet Corporation, Nationwide Mutual Insurance Company, General Motors Corporation, and JD Power Associates, as well as having been an economist at the Federal Reserve Bank of Chicago. Mr. Ballew holds a bachelor’s degree in economics and political science, and a master’s degree in economics and finance, both from the University of Detroit.
“This is a great moment to be joining Neustar’s Board,” said Paul Ballew. “Neustar offers critical input to any real-time transactional insights, which is a vital asset to CMOs or those protecting a company against the risk of fraud. It’s exciting to be joining a global leader in these critical information services.”
About Neustar, Inc.
Neustar, Inc. (NYSE: NSR) is the first real-time provider of cloud-based information services, enabling marketing and IT security professionals to promote and protect their businesses. With a commitment to
privacy and neutrality, Neustar operates complex data registries and uses its expertise to deliver actionable, data-driven insights that help clients make high-value business decisions in real time, one customer interaction at a time. More information is available at www.neustar.biz.
Contact Info:
Investor Relations Contact: Dave Angelicchio (571) 434-3443 | Press Contact: Lara Wyss (415) 659-6154 | |
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