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): September 18, 2012
BLACKBAUD, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 000-50600 | 11-2617163 | |
| (Commission File Number) | (IRS Employer ID Number) |
| 2000 Daniel Island Drive, Charleston, South Carolina 29492 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (843) 216-6200
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:
| ¨ | 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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
| (d) | Election of Directors |
On September 18, 2012, the Board of Directors (the “Board”) of Blackbaud, Inc. (the “Company”) appointed Joyce Nelson as a member of the Board. Ms. Nelson was appointed as a Class A director and will hold office until the Company’s 2014 Annual Meeting of Stockholders or until her successor is elected and qualified. The Nominating and Corporate Governance Committee of the Board conducted the search for director candidates. It has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics including strength of character, mature judgment, career specialization, relevant technical skills and independence. While the Nominating and Corporate Governance Committee does not have a specific written policy with regard to the consideration of diversity in identifying director nominees, it does consider diversity to be an additional desirable characteristic in potential nominees. After reviewing several director candidates, the Nominating and Corporate Governance Committee recommended Ms. Nelson for appointment to the Board. Although Ms. Nelson may serve on committees of the Board in the future, she has not yet been named to any such committees.
There were no arrangements or understandings between Ms. Nelson and any other person pursuant to which Ms. Nelson was appointed as a director of the Board and there are no related party transactions between Ms. Nelson and the Company.
Ms. Nelson was the most recent President and Chief Executive Officer of National Multiple Sclerosis Society (“NMSS”). She has also served on the NMSS Board of Directors since January 2005. Ms. Nelson holds a BA in English from North Park University in Chicago.
The Company expects to pay Ms. Nelson the same compensation it pays its other independent directors, namely $40,000 per year (for up to a maximum of eight meetings) and $1,000 for each additional meeting. Directors also receive an initial grant of $200,000 worth of shares of the Company’s restricted stock and thereafter an annual grant of restricted stock awards with a value of approximately $120,000, each vesting over approximately one year from grant. We expect to make the initial grant to Ms. Nelson in November 2012, when the trading window under our Insider Trading Policy is open.
A copy of the press release regarding the appointment of Ms. Nelson to the Board is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press release dated September 24, 2012 regarding the appointment of Ms. Nelson to the Board. |
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.
| BLACKBAUD, INC. | ||||||
| Date: September 24, 2012 | /s/ Anthony W. Boor | |||||
| Anthony W. Boor, Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Joyce Nelson, former President and CEO of the National Multiple
Sclerosis Society, Joins Blackbaud’s Board of Directors
Charleston, S.C. (September 24, 2012) – Blackbaud, Inc. (NASDAQ: BLKB), the leading global provider of software and services designed for nonprofit organizations, today announced that Joyce Nelson, former president and CEO of the National Multiple Sclerosis Society (NMSS), has joined its board of directors.
“We’re delighted to have Joyce join the Blackbaud board of directors,” said Andrew M. Leitch, Blackbaud chairman. “She brings a wealth of experience in nonprofit leadership, governance functions, fiduciary responsibility and financial oversight to the board.”
Nelson was with NMSS for 28 years, serving as CEO for the last seven years until she recently retired in October, 2011. During her time with the organization, income grew from $45 million to $210 million, and the Food and Drug Administration approved seven effective treatments for the most common form of multiple sclerosis.
“I’m excited to join the Blackbaud board and to draw from my experience in nonprofit leadership to help guide the company’s strategic direction,” said Nelson. “To thrive despite many challenges nonprofits face, they must continually adapt, embracing technology and bold leadership. Blackbaud is well-positioned to support and lead innovation, helping nonprofits spend more time on their missions.”
“Joyce’s understanding of the challenges faced by nonprofits today will help us better serve the entire nonprofit sector,” said Marc Chardon, Blackbaud’s chief executive officer. “We are very fortunate to have her on our team.”
Nelson is a graduate of North Park University in Chicago where she was recognized for her accomplishments with the awarding of an honorary doctorate in 2006. She also received the Distinguished Alumni Award in 2012. She is a recipient of the Brotherhood Award in Media from the National Conference of Christians and Jews, was named Community Service Leader of the Year in 2008 by Paul Hastings, and received the Honor Award in 2009 from the Invisible Disabilities Advocates. She has served on the boards of the MS International Federation and the North Park University School of Non-Profit Management. She and her husband live in Denver, Colorado.
In addition to Nelson, Blackbaud’s board of directors consists of Andrew M. Leitch (chairman), Marc Chardon, Timothy Chou, George Ellis, David Golden, and Sarah Nash.
About Blackbaud
Serving the nonprofit and education sectors for 30 years, Blackbaud (NASDAQ: BLKB) combines technology and expertise to help organizations achieve their missions. Blackbaud works with more than 27,000 nonprofit customers in over 60 countries that support higher education, healthcare, human services, arts and culture, faith, the environment, independent K-12 education, animal welfare and other charitable causes. The company offers a full spectrum of cloud-based and on-
premise software solutions and related services for organizations of all sizes including: fundraising software, online fundraising software, event fundraising software, eMarketing, social media, advocacy, constituent relationship management (CRM), analytics, financial management and vertical-specific solutions for ticketing, school management, and more. Using Blackbaud software for nonprofits, these organizations raise more than $100 billion each year. Recognized as a top company by Forbes, InformationWeek, and Software Magazine and honored by Best Places to Work, Blackbaud is headquartered in Charleston, South Carolina and has operations in the United States, Australia, Canada, Mexico, the Netherlands and the United Kingdom. For more information, visit www.blackbaud.com.
Forward-looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. Important factors that could cause actual results to differ materially from Blackbaud’s expectations expressed in this press release include the following: management of integration of acquired companies and other risks associated with acquisitions; general economic risks; uncertainty regarding increased business and renewals from existing customers; continued success in sales growth; risks associated with successful implementation of multiple integrated software products; the ability to attract and retain key personnel, including our new CFO; risks related to our dividend policy and share repurchase program, including potential limitations on our ability to grow and the possibility that we might discontinue payment of dividends; risks relating to restrictions imposed by the credit facility; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organizations; technological changes that make our products and services less competitive; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from Blackbaud’s investor relations department. Blackbaud assumes no obligation and does not intend to update these forward-looking statements, except as required by law. All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.
Media Contact
Melanie Mathos
Blackbaud, Inc.
843.216.6200 x3307
media@blackbaud.com