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): November 6, 2018

Zayo Group Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

1805 29th Street, Suite 2050, Boulder, CO 80301

(Address of Principal Executive Offices)

(303) 381‑4683

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8‑K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     ☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 6, 2018, Phil Canfield voluntarily resigned from the board of directors (the “Board”) of Zayo Group Holdings, Inc. (the “Company”), effective as of that date. There were no disagreements between Mr. Canfield and the Company or any officer or director of the Company that lead to Mr. Canfield’s resignation. In connection with his Board resignation, Mr. Canfield also resigned from his role as Lead Director and from his role as a member and chair of the Board’s  Nominating & Governance Committee.

On November 6, 2018,  the Board voted to appoint Yancey Spruill to the Board, effective November 7, 2018, to fill the vacancy resulting from Phil Canfield’s resignation.  Mr. Spruill will serve on the Board’s Audit Committee.

Mr. Spruill will participate in the Company’s standard independent director compensation program. Accordingly, Mr. Spruill will receive compensation that consists of an annual retainer and committee annual boosts, as applicable. Pursuant to the Company’s standard independent director compensation program, Mr. Spruill will be entitled to receive a $200,000 annual retainer and $40,000 annually for service as a member of the Audit Committee.  As Mr. Spruill has elected to receive 100% of his compensation in equity, his total compensation will be increased by 20% from the amounts set forth in the preceding sentence, with the cash compensation paid quarterly and the equity in the form of restricted stock units (RSUs), granted quarterly, vesting at the end of the grant quarter.

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Spruill had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.  No arrangement or understanding exists between Mr. Spruill and any other person pursuant to which Mr. Spruill was selected as a director of the Company.

The Company issued a press release on November 7, 2018 announcing Mr. Spruill’s appointment as a Board member, as well as Mr. Canfield’s resignation.

A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the “Annual Meeting”) of Zayo Group Holdings, Inc. (the “Company”) was held on November 6, 2018.  At the Annual Meeting, the stockholders (i) elected the three directors named in the proxy statement for a term expiring at the Company’s annual meeting in 2021,  (ii) ratified KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2019,  (iii) approved an advisory resolution on executive compensation,  (iv) approved the adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Current Certificate”) to phase out and eventually eliminate the classified structure of the Company’s Board, (v) approved the adoption of an amendment to the Current Certificate to eliminate the supermajority voting requirement for shareholder amendments to the Current Certificate and the Company’s Amended and Restated Bylaws (the “Current Bylaws”), (vi) approved the adoption of an amendment to the Current Certificate to impose certain stock ownership limitations and transfer restrictions in connection with the Company’s previously announced plan to consider conversion to a real estate investment trust, and (vii) approved the adoption of an amendment to the Current Bylaws to eliminate the supermajority voting requirements for stockholder amendments to the Current Bylaws.

The final results of the voting on each of the matters submitted to vote are as follows:

There was no other business voted upon at the Annual Meeting.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this Form 8‑K:

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.

DATED: November 7,  2018

Exhibit 99.1

 

Scott Drake and Yancey Spruill Join Zayo’s Board of Directors

 

BOULDER, Colo. - November 7, 2018 - Zayo Group Holdings, Inc. (NYSE: ZAYO) today announced that Scott Drake has been elected by shareholders and Yancey Spruill has been appointed by the Board to the company’s Board of Directors, effective today. Drake is replacing Nina Richardson, whose term expired yesterday. Spruill is replacing Phil Canfield, who resigned following the November Board meeting, after completing a six-year tenure. Phil’s departure follows GTCR’s exit of its ownership position in the summer of 2018.

 

“I’d like to thank Nina and Phil for their contributions. Nina’s operational expertise was valuable as we’ve continued to expand internationally. Phil provided insightful guidance over a critical period in Zayo’s history and was instrumental in many of Zayo’s acquisitions, including AboveNet. GTCR saw the tremendous opportunity in Zayo’s thesis and as a result achieved a strong return on their investment,” said Dan Caruso, chairman and CEO at Zayo.

 

“Both Scott and Yancey are seasoned leaders of multiple successful international tech companies. Scott has a strong track record of leadership, which extends to global business strategy, operational execution and company culture. Yancey has helped steer two Silicon Valley-like companies to impressive growth and successful IPOs. They have the complementary skills and insight that are relevant for Zayo’s current stage of growth,” added Caruso.

 

Scott Drake is a proven leader in the medical device space and has a strong track record of growing technology-based companies. Drake was recently named president and CEO of ViewRay, Inc., a public medical device manufacturer in Mountain View California. He previously served as president and CEO of a public medical device manufacturer, The Spectranetics Corporation from 2011 to 2017, until the company was sold to Royal Philips for $1.9B. Prior to joining Spectranetics, Drake served as SVP, Operations, of DaVita, Inc., a leading U.S. provider of kidney care and dialysis. Previously, Drake spent 17 years in several leadership positions within numerous health care business units at Covidien. From 2006 to 2009, Drake was Global Business Unit president, Respiratory and Monitoring Solutions. He is chairman of the Boards of AtriCure and Just Right Surgical and serves on the Board of Directors of the Medical Device Manufacturers Association (MDMA). Drake graduated from the Miami University of Ohio with a Bachelor of Science in Business.

 

Yancey Spruill is CFO and COO of SendGrid, where he is responsible for financial and operational performance. Yancey’s career has spanned multiple businesses and industries in both technology and services. In his previous roles as an engineer, investment banker and operating executive of a public company, he successfully directed over $25B in capital-raising transactions and acquisitions. Prior to SendGrid, Yancey served as the CFO of TwentyEighty, a business focused on corporate training and prior to that served as the CFO of DigitalGlobe, where he led the company’s revenue growth from $60M to over $650M and spearheaded its 2009 public offering on the NYSE. Yancey holds a Bachelor of Electrical Engineering from

Georgia Tech and an MBA from the Tuck School at Dartmouth College, where he currently sits on the advisory board to the MBA program.

 

About Zayo Group

Zayo Group Holdings, Inc. (NYSE: ZAYO) provides communications infrastructure solutions, including fiber and bandwidth connectivity, colocation and cloud infrastructure to the world’s leading businesses. Customers include wireless and wireline carriers, media and content companies and finance, healthcare and other large enterprises. Zayo’s 130,000-mile network in North America and Europe includes extensive metro connectivity to thousands of buildings and data centers. In addition to high-capacity dark fiber, wavelength, Ethernet and other connectivity solutions, Zayo offers colocation and cloud infrastructure in its carrier-neutral data centers. Zayo provides users with flexible, customized solutions and self-service through Tranzact, an innovative online platform for managing and purchasing bandwidth. For more information, visit zayo.com.

 

Forward Looking Statements

This press release contains a number of forward-looking statements. Words, and variations of words such as “believe,” “expect,” “plan,” “continue,” “will,” “should,” and similar expressions are intended to identify our forward-looking statements. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved and actual results may differ materially from those contemplated by the forward-looking statements. These forward-looking statements involve risks and uncertainties, many of which are beyond our control. For additional information on these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our 10-K dated August 24, 2018. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.