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| EX-99.1 - EXHIBIT PRESS RELEASE - RACKSPACE HOSTING, INC. | rax99-1.htm |
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): 12/14/2009
Rackspace
Hosting, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 001-34143
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Delaware
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74-3016523
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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5000
Walzem Rd.
San
Antonio, Texas 78218
(Address
of principal executive offices, including zip code)
(210)
312-4000
(Registrant’s
telephone number, including area code)
(Former
name or former address, 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:
[ ]
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
December 14, 2009, the Company appointed Mark Roenigk to serve as Chief
Operating Officer. Prior to joining Rackspace Hosting, Inc., Mr.
Roenigk served as Chief Procurement Officer & Vice President of Operational
Excellence at eBay. In this role Mr. Roenigk was responsible for the
implementation of a company-wide operational excellence program designed to
improve the customer experience while driving process and financial
efficiencies. Previously,
Roenigk was Senior Vice President of Operations for XM Satellite Radio, where he
was responsible for all supply chain activities and global procurement in the
manufacturing and distribution of XM products. Prior to these
roles, Mr. Roenigk served in senior operational roles with Intuit,
Microsoft and Compaq/HP.
As Chief
Operating Officer, Mr. Roenigk will be paid an annual base salary of $350,000
and has been approved as a participant under the Company’s non-equity incentive
plan, or NEIP, at a target bonus of 50% of his annual salary. Mr.
Roenigk has also been granted 100,000 stock options and 50,000 restricted stock
units under the Rackspace Amended and Restated 2007 Stock Plan, which vest over
four years in annual installments.
Item
7.01. Regulation FD
Disclosure
On December 15, 2009, the Company
issued a press release announcing Mr. Roenigk's appointment as Chief Operating
Officer. The press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
In accordance with General Instruction
B.2 of Form 8-K, the information in Exhibit 99.1 and in this Item shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability
of that section, nor shall it be deemed incorporated by reference into any
registration statement or document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly stated by specific reference
in such filing.
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Item 8.01. Other
Events
Graham
Weston, Chairman of Rackspace Hosting, Inc. (“Rackspace”) and Lanham Napier,
President and Chief Executive Officer of Rackspace have each entered into new
written stock selling plans for asset diversification purposes in accordance
with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and
Rackspace's insider trading policy.
Pursuant
to Mr. Weston’s plan, Mr. Weston may sell up to 1,440,000 shares in Rackspace,
which represents approximately 6.7% of his current beneficial holdings in
Rackspace. Selling according to the plan may commence on the first day of
Rackspace’s next open window, expected to be in February, and will remain in
effect until the earlier of (i) the sale of the shares has been completed, or
(ii) February 28, 2011, unless otherwise terminated. Pursuant to Mr. Napier’s
plan, Mr. Napier may sell up to 350,000 shares in Rackspace, which represents
approximately 7.6% of his current Rackspace stock holdings. Selling according to
the plan may commence on the first day of Rackspace’s next open window and will
remain in effect until the earlier of (i) the sale of the shares has been
completed, or (ii) December 14, 2010, unless otherwise terminated.
In
addition, the following executive officers and directors of Rackspace have also
entered into written stock selling plans:
S. James
Bishkin, Director
Bruce
Knooihuizen, Chief Financial Officer, Senior Vice President, and
Treasurer
John
Lionato, Senior Vice President, Customer Care
Pursuant
to these plans, the three insiders will gradually liquidate a portion of their
holdings in Rackspace. Selling according to these plans may commence
on the first day of Rackspace’s next open window.
Rule
10b5-1 permits the implementation of written, prearranged stock trading plans by
insiders when the insiders are not in possession of material non-public
information, and allows the insiders to trade on a regular basis, regardless of
any subsequent material non-public information they receive. These trading plans
allow insiders to diversify their holdings and to minimize the stock market
impact of sales by spreading the sales out over time.
All of
the insiders will report transactions made pursuant to their respective plans to
the Securities and Exchange Commission pursuant to Rule 16(b) of the Exchange
Act. Except as required by law, Rackspace does not undertake to report Rule
10b5-1 trading plans by other Rackspace officers or directors or to report
modifications, transactions or other activities under Rule 10b5-1 trading plans
or the similar plans of any other officer or director.
Item
9.01. Financial Statements
and Exhibits
(d)
Exhibits.
99.1
Press Release of Rackspace Hosting, Inc., dated December 15, 2009, announcing
the appointment of Mark Roenigk as Chief Operating Officer.
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SIGNATURE(S)
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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Rackspace
Hosting, Inc.
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Date:
December 15, 2009
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By:
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/s/ Bruce R. Knooihuizen |
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Bruce
R. Knooihuizen
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Chief
Financial Officer, Senior Vice President, and
Treasurer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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EX-99.1
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Press
Release of Rackspace Hosting, Inc., dated December 15, 2009, announcing
the appointment of Mark Roenigk as Chief Operating
Officer.
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