01—Abstract
Summary
Summary of the 8-K filed August 26, 2024. Cited figures are marked; the original filing is the authoritative source.
Zoom Video Communications, Inc. (ZM) filed this Form 8-K on August 26, 2024 under Item 5.02 to report a board change.
Effective August 23, 2024, the Board of Directors increased the authorized size of the Board from nine to 10 directors and appointed Mike Fenger as a Class III director with a term expiring at the Company's 2025 annual meeting of stockholders. Mr. Fenger was also appointed to the Nominating and Corporate Governance Committee. He previously served as Vice President, Worldwide Sales at Apple Inc. since 2019, and earlier held senior positions at General Electric Company and Motorola, Inc. The filing also discloses a related-person arrangement.
Mr. Fenger's son, Robert Fenger, has been employed by the Company since 2020, most recently as an Executive Briefing Manager, and is not an executive officer. His total compensation for fiscal year 2024, including equity, was approximately $188,000,a and is expected to be approximately $181,000 for fiscal year 2025. The Company states that his compensation was set under its practices for comparable employees and that he is eligible for equity awards on the same general terms as employees in similar positions without family relationships.
Mr. Fenger will receive compensation as a board member under the Company's Non-Employee Director Compensation Policy and has entered into the Company's standard indemnification agreement for directors and executive officers. The filing does not report any financial results or changes to executive officers.
02—Key points
Key Highlights
- Board size increased from nine to 10 directors, effective August 23, 2024.
- Mike Fenger appointed as a Class III director with a term expiring at the 2025 annual meeting of stockholders.
- Mr. Fenger also appointed to the Nominating and Corporate Governance Committee.
- Mr. Fenger previously served as Vice President, Worldwide Sales at Apple Inc. since 2019 and earlier as Vice President, Global iPhone Sales.
- Mr. Fenger's son, Robert Fenger, is employed by the Company (not an executive officer), with fiscal year 2024 total compensation of approximately $188,000 and expected fiscal year 2025 compensation of approximately $181,000.
- Mr. Fenger will receive director compensation under the Non-Employee Director Compensation Policy and has signed the standard indemnification agreement.
03—Questions
Frequently Asked Questions
Who was appointed to Zoom's Board of Directors?
Mike Fenger was appointed effective August 23, 2024, as a Class III director with a term expiring at the Company's 2025 annual meeting of stockholders. The Board also increased its authorized size from nine to 10 directors.
What is Mr. Fenger's professional background?
Mr. Fenger has served as Vice President, Worldwide Sales at Apple Inc. since 2019, previously as its Vice President, Global iPhone Sales. Before Apple, he held senior positions at General Electric Company and Motorola, Inc., and he holds a BA in economics from Miami University.
Does the appointment involve any related-party employment?
Yes. Mr. Fenger's son, Robert Fenger, has worked for the Company since 2020, most recently as an Executive Briefing Manager. He is not an executive officer. His compensation was approximately $188,000 for fiscal year 2024 and is expected to be approximately $181,000 for fiscal year 2025, and the Company states it follows its practices for comparable employees.
What committee assignment and compensation will Mr. Fenger receive?
Mr. Fenger was appointed to the Nominating and Corporate Governance Committee. He will be compensated as a board member under the Company's Non-Employee Director Compensation Policy.
Will Mr. Fenger receive indemnification from the Company?
Yes. Mr. Fenger has entered into the Company's standard form of indemnification agreement with its directors and executive officers.
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