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): July 25, 2022
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2022, Blackbaud, Inc. (the “Company”) announced the appointment on July 25, 2022 of Deneen DeFiore as a new member of the Board of Directors (the "Board") of the Company and its Risk Oversight Committee. In connection with Ms. DeFiore's appointment, the Board increased the size of the Board from seven to eight directors.
Ms. DeFiore has served as the Vice President and Global Chief Information Security Officer of United Airlines, Inc., a commercial airline company, since January 2020. Prior to that, she served as Senior Vice President, Global Chief Information & Product Security Officer of GE Aviation, an aerospace company, from February 2019 through December 2019. Prior to that, Ms. DeFiore served as GE Aviation's Senior Vice President, Co-Leader of Aviation Digital League from March 2018 to December 2018. Prior to that, she served as GE Aviation's Senior Vice President, Global Chief Technology & Risk Officer from August 2015 to January 2017. Ms. DeFiore holds a BS in Biology from Kent State University.
Ms. DeFiore will join the Board as a Class B director, and her term will expire with the terms of the other Class B directors at the 2024 annual meeting of stockholders. Ms. DeFiore has been deemed to be (a) “independent” in accordance with Rule 5605(a)(2) of the Nasdaq Marketplace Rules, the Sarbanes-Oxley Act and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), (b) an "outside director" under Section 162(m) of the Internal Revenue Code, and (c) a "non-employee director" under Rule 16b-3 of the Exchange Act.
There were no arrangements or understandings between Ms. DeFiore and any other person pursuant to which Ms. DeFiore was appointed as a director of the Board, and there are no transactions between Ms. DeFiore and the Company that require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K or the Company’s Related Party Transaction Policy. As a director of the Company and member of the Board's Risk Oversight Committee, Ms. DeFiore will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2022, which generally consists of annual cash retainers for board and committee service and an annual grant of restricted stock.
A copy of the press release announcing the appointment of Ms. DeFiore is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this current report:
Exhibit No. | Description | |||||||
| Press release of Blackbaud, Inc. dated July 26, 2022. | ||||||||
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: | July 26, 2022 | /s/ Anthony W. Boor | ||||||||||||
| Anthony W. Boor | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial and Accounting Officer) | ||||||||||||||
| Exhibit 99.1 | ||||||||
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| PRESS RELEASE | ||||||||
Deneen DeFiore, Vice President and Global Chief Information Security Officer for United Airlines, Joins Blackbaud Board of Directors
Charleston, S.C. (July 26, 2022) — Blackbaud, Inc. (NASDAQ: BLKB), the world’s leading cloud software company powering social good, today announced that Deneen DeFiore, vice president and global chief information security officer for United Airlines, has joined its board of directors.
 | DeFiore brings more than 20 years of experience in technology and cybersecurity. Prior to her role at United Airlines, DeFiore served as senior vice president, global chief information and product security officer at GE Aviation. “We’re delighted to welcome Deneen to the Blackbaud board of directors,” said Andrew M. Leitch, chairman of the Blackbaud board. “She brings invaluable experience in cybersecurity as well as a strong track record of executive leadership, and she will be a great asset to the board.” “Cybersecurity is a top priority for our company as we continue to grow and invest in our program, and we look forward to having Deneen’s expertise as we navigate this area,” said Mike Gianoni, president and CEO, Blackbaud. “In addition, Deneen has an extensive background in helping corporations grow, working across both the private and public sector, and innovating cutting-edge technology solutions. We’re thrilled to welcome her.” | ||||
During her 19-year tenure at General Electric, DeFiore held various leadership positions across GE Corporate, GE Aviation and GE Power. She was instrumental in helping to build cybersecurity capabilities on a corporate level and worked closely with the U.S. Department of Defense, multiple government agencies and policy groups, and became an active voice in the industry to shape policies for defense department implementations. In her current role at United Airlines, DeFiore is responsible for cybersecurity strategy, overseeing and reducing risk and improving cyber resilience. She led the company’s COVID-19 technology crisis response efforts and implemented and enabled secure remote workforce capabilities across all business operations.
“I’m looking forward to joining the Blackbaud board as the company continues to provide technology and solutions for the global social good community,” said DeFiore. “Blackbaud is well positioned for success, their customers are making a real difference in our world, and I am excited to be a part of it.”
In addition to DeFiore, Blackbaud’s board of directors includes Andrew M. Leitch (chairman), George H. Ellis, Timothy Chou, Ph.D., Michael (Mike) P. Gianoni, D. Roger Nanney, Sarah E. Nash and Joyce M. Nelson.
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About Blackbaud
Blackbaud (NASDAQ: BLKB) is the world’s leading cloud software company powering social good. Serving the entire social good community—nonprofits, higher education institutions, K–12 schools, healthcare organizations, faith communities, arts and cultural organizations, foundations, companies and individual change agents—Blackbaud connects and empowers organizations to increase their impact through cloud software, services, expertise and data intelligence. The Blackbaud portfolio is tailored to the unique needs of vertical markets, with solutions for fundraising and CRM, marketing, advocacy, peer-to-peer fundraising, corporate social responsibility (CSR) and environmental, social and governance (ESG), school management, ticketing, grantmaking, financial management, payment processing and analytics. Serving the industry for more than four decades, Blackbaud is a remote-first company headquartered in Charleston, South Carolina, with operations in the United States, Australia, Canada, Costa Rica and the United Kingdom. For more information, visit www.blackbaud.com or follow us on Twitter, LinkedIn, Instagram and Facebook.
Media Inquiries
media@blackbaud.com
Forward-looking Statements
Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements that involve a number of risks and uncertainties, including statements regarding expected benefits of products and product features. 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. In addition, other important factors that could cause results to differ materially include the following: general economic risks; uncertainty regarding increased business and renewals from existing customers; continued success in sales growth; management of integration of acquired companies and other risks associated with acquisitions; risks associated with successful implementation of multiple integrated software products; the ability to attract and retain key personnel; risks associated with management of growth; lengthy sales and implementation cycles, particularly in larger organization; 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. All Blackbaud product names appearing herein are trademarks or registered trademarks of Blackbaud, Inc.
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