Item 2.02 Results of Operations and Financial Condition.
On March 1, 2021, C3.ai, Inc. (the "Company") issued a press release announcing
its financial results for the fiscal third quarter ended January 31, 2021. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information contained in this Item 2.02 and Item 9.01 in this Current Report
on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing made by
the Company under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filings, unless
expressly incorporated by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2021, the board of directors (the "Board") of the Company
approved an increase in the total authorized number of members of the Board by
one (1) to eleven (11) directors and elected Jim Hagemann Snabe to fill the
newly-created vacancy, effective immediately. Mr. Snabe was elected as a Class
III director with a term expiring at the Company's 2023 annual meeting of
stockholders.
Prior to his election as a member of the Board, Mr. Snabe served as a senior
advisor to the Company's Chief Executive Officer from September 2020, pursuant
to an Amended and Restated Advisor Agreement, dated September 13, 2020 (the
"Advisor Agreement"). Pursuant to the Advisor Agreement, the Board granted Mr.
Snabe a non-qualified stock option to purchase 541,667 shares (after giving
effect to the six-for-one reverse stock split of the Company's common and
preferred stock that became effective on November 25, 2020 (the "Stock Split")).
Five percent of the shares subject to the option vest on the last day of each
fiscal quarter starting in the quarter commencing November 1, 2020 until the
shares subject to the option are fully vested or Mr. Snabe ceases to be a member
of the Board, provided, however, that if Mr. Snabe fails to attend any regularly
scheduled meeting of the Board during a quarter, then vesting for such quarter
shall not occur and will be suspended (any such shares are being referred to,
collectively, as the "Suspended Shares"). Any Suspended Shares shall vest in a
subsequent quarter, provided that Mr. Snabe satisfies the requirements for
vesting in such fiscal quarter, provided that no more than 5% of the total
shares subject to the option may vest in any fiscal quarter. The option also
vests in full upon a change of control (as defined in the option agreement with
Mr. Snabe). The option has an exercise price of $11.16 per share. The foregoing
description of the Advisor Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Advisor
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference.
In addition, Mr. Snabe served as an advisor to the Company from September 2018
to September 2020. As consideration for such services, the Board granted Mr.
Snabe a non-qualified stock option to purchase 41,667 shares (after giving
effect to the Stock Split). The shares subject to the option vest in equal
monthly installments over the five-year period following the vesting
commencement date of September 25, 2018, subject to Mr. Snabe's continuous
service with the Company as of each such vesting date. The option has an
exercise price of $3.90 per share.
Mr. Snabe previously served as Co-Chief Executive Officer of SAP AG, a
technology company, from February 2010 to May 2014, and as a member of the SAP
AG supervisory board from May 2014 to May
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2018. Mr. Snabe currently serves as Chairman of the Supervisory Board of Siemens
AG, an industrial technology company, and of A.P. Møller - Mærsk A/S, a shipping
and transportation company. Mr. Snabe also serves as Vice Chairman of
Supervisory Board of Allianz SE, a financial services company, and as a member
of the Board of Trustees of the World Economic Forum, a non-profit organization.
There is no arrangement or understanding between Mr. Snabe and any other persons
pursuant to which he was elected as a director. Mr. Snabe has no direct or
indirect material interest in any transaction required to be disclosed by the
Company pursuant to Item 404(a) of Regulation S-K.
On March 1, 2021, the Company issued a press release announcing Mr. Snabe's
election to the Board. A copy of the press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amended and Restated Advisor Agreement dated September 13, 2020 by
and between Jim Hagemann Snabe and the Company.
99.1 Press Release dated March 1, 2021.
99.2 Press Release dated March 1, 2021--------------------------------------------------------------------------------
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