Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
(a), (b) Charles Moran has resigned from the Board of Directors of Duck Creek
Technologies, Inc. ("Duck Creek") effective January 19, 2022. Half of Duck
Creek's remaining eight directors are independent, and Duck Creek's Nominating
and Corporate Governance Committee and Compensation Committee are now compliant
with the Nasdaq Global Select Market ("Nasdaq") continued listing requirements.
Duck Creek's Audit Committee remains fully compliant.
On January 19, 2022, Duck Creek informed Nasdaq that it is not in compliance
with Nasdaq Rule 5605 which requires a majority of Duck Creek's Board of
Directors to be comprised of independent directors, and all members of Board
committees to be independent. On January 20, 2022, Duck Creek received a letter
from Nasdaq confirming that, pursuant to the cure period provided under Nasdaq
Rule 5605(b)(1)(A), Duck Creek has until July 18, 2022 to return to a majority
independent Board. Duck Creek has undertaken a search to identify a new
independent director and expects to be fully compliant with the Nasdaq continued
listing requirements before the expiration of such cure period.
Item 5.02. Departure of Certain Officers, Election of Directors, Appointment of
Certain Officers, Compensatory Arrangements of Certain Officers.
(b) The information regarding Mr. Moran's resignation from Duck Creek's Board of
Directors set forth in Item 3.01 above is incorporated herein by reference. Mr.
Moran's resignation is not the result of any disagreement with Duck Creek, and
Duck Creek plans on engaging Mr. Moran for periodic consulting services.
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