Current Report Filing (8-k)
11 January 2018 - 8:42AM
Edgar (US Regulatory)
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): January 10, 2018
RigNet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35003
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76-0677208
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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15115 Park Row Blvd, Suite 300
Houston, Texas
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77084-4947
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(Address of principal executive offices)
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(Zip Code)
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(281)
674-0100
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule
12b-2
of the Exchange Act (17 CFR
240.12b-2)
Emerging growth company ☐
If an emerging growth, 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.
Effective January 17, 2018, the board of directors (the Board) of RigNet,
Inc. (the Company) unanimously voted to increase the size of the Board from nine to ten directors and, upon the recommendation of the Corporate Governance and Nominating Committee, appointed Gail Smith to fill the resulting vacancy.
Ms. Smith will also serve on the Boards Corporate Governance and Nominating Committee.
Since the beginning of the Companys 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 exceeds $120,000 and in which Ms. Smith had or will have a direct or indirect
material interest within the meaning of Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Ms. Smith and the Company or any other person pursuant to which she was selected
as a director of the Company
As a director, Ms. Smith will participate in the standard
non-employee
director
compensation arrangements described on pages 14 through 15 of the Companys 2017 Proxy Statement, filed with the Securities and Exchange Commission on April 3, 2017. Ms. Smith has directed that her non-employee director cash
compensation be paid to her through her private limited liability company, Cascade Dynamics SPRLu. In addition, Ms. Smith and the Company will enter into the Companys standard indemnification agreement, a form of such
agreement was filed as Exhibit 10.1 to the Form
8-K
filed with the Securities and Exchange Commission on December 14, 2017.
A copy of the press release in which Ms. Smiths appointment was announced is furnished as Exhibit 99.1 to this report.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
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.
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RIGNET, INC.
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Date: January 10, 2018
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By:
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/s/ Brad Eastman
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Name:
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Brad Eastman
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Title:
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Senior Vice President & General Counsel
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