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): April 21, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (781 ) 221-6400
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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, 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. | ||||
The board of directors elected Jill D. Smith as a Class II director, effective April 21, 2021. Her term will expire at the 2022 Annual Meeting of Stockholders.
Upon the effective date of her election to the board, Ms. Smith will be granted stock options and Restricted Stock Units (RSUs) with a total value of $200,000 based on the closing price of our common stock on the NASDAQ on the trading day next preceding the effective date of her appointment.
Ms. Smith brings more than 20 years of significant international business leadership, most recently serving as President and Chief Operating Officer and director of Allied Minds plc, an intellectual property commercialization company for technology and life sciences.
On April 21, 2021, we issued a press release announcing her election to our board of directors. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of Section 11 or 12(a)(2) of the Securities Act of 1933, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in any such filing.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
The following exhibit shall be deemed to be furnished, and not filed:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
SIGNATURE
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.
| ASPEN TECHNOLOGY, INC. | ||||||||
| Date: April 21, 2021 | By: | /s/ Frederic G. Hammond | ||||||
| Frederic G. Hammond | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||
Exhibit 99.1
Contacts:
| Media Contact | Investor Contact | |||||||
| Aspen Technology, Inc. | ICR Inc. for AspenTech | |||||||
| Lucy Millington | Brian Denyeau | |||||||
| Lucy.Millington@AspenTech.com | Brian.Denyeau@ICRInc.com | |||||||
Aspen Technology Appoints Jill D. Smith to its Board of Directors
BEDFORD, Mass. – April 21, 2021 – Aspen Technology, Inc. (NASDAQ:AZPN), a global leader in asset optimization software, has appointed Jill D. Smith to its Board of Directors.
Ms. Smith brings more than 20 years of significant international business leadership, most recently serving as President and Chief Operating Officer and director of Allied Minds plc, an intellectual property commercialization company for technology and life sciences. Previously, she served as Chairman, Chief Executive Officer, and President of DigitalGlobe Inc., a global provider of satellite imagery products and services.
Ms. Smith has served as President and Chief Executive Officer of eDial, a VoIP collaboration company, and President and Chief Executive Officer of SRDS, a business-to-business publishing firm. Ms. Smith began her career as a Consultant at Bain & Company, where she rose to Partner, before taking leadership roles with Sara Lee in France, and becoming Executive Vice President and President and Chief Operating Officer of Micron Electronics, a direct to consumer PC manufacturing firm.
“I am delighted to welcome Jill Smith to our Board of Directors,” commented Antonio Pietri, President and CEO of Aspen Technology. “Jill brings a wealth of international experience and diverse industry insights and will help to guide AspenTech through the next period of innovation, growth and transformation.”
“I look forward to joining the experienced and ambitious team at AspenTech and supporting the drive for growth and long-term value creation,” said Ms. Smith “AspenTech has an exciting vision for the future of industry and is committed to making it a reality over the next decade.”
Ms. Smith holds a M.Sc. in Management from MIT Sloan School of Management and currently serves on the Board of Directors for R1 RCM, a technology-led revenue cycle management company, Circor International, a flow control, engineered products producer, and MDA, a space technology developer and manufacturer, as well as several other privately held technology companies.
About Aspen Technology
Aspen Technology (AspenTech) is a global leader in asset optimization software. Its solutions address complex, industrial environments where it is critical to optimize the asset design, operation and maintenance lifecycle. AspenTech uniquely combines decades of process modelling expertise with artificial intelligence. Its purpose-built software platform automates knowledge work and builds sustainable competitive advantage by delivering high returns over the entire asset lifecycle. As a result, companies in capital-intensive industries can maximize uptime and push the limits of performance, running their assets safer, greener, longer and faster. Visit AspenTech.com to find out more.
© 2021 Aspen Technology, Inc. AspenTech and the Aspen leaf logo are trademarks of Aspen Technology, Inc.
Source: Aspen Technology, Inc.