Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Appointment ofMaria L. Contreras-Sweet as Director OnNovember 18, 2020 , the Board of Directors (the "Board") ofTriNet Group, Inc. (the "Company") appointedMaria L. Contreras-Sweet as a director to fill an open vacancy, effectiveNovember 19, 2020 . As ofNovember 19, 2020 ,Ms. Contreras-Sweet will serve as a Class I Director, and as such will serve until the Company's 2021 Annual Meeting of Stockholders and until her successor is duly elected and qualified, or until her services cease sooner in the event of her earlier death, resignation, or removal. The Board has not appointedMs. Contreras-Sweet to any committees of the Board. There is no arrangement or understanding betweenMs. Contreras-Sweet , on the one hand, and any other persons, on the other hand, pursuant to whichMs. Contreras-Sweet was selected as a director, and there are no related party transactions involvingMs. Contreras-Sweet that are reportable under Item 404(a) of Regulation S-K. The Board determined thatMs. Contreras-Sweet is independent within the meaning of the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by theSecurities and Exchange Commission (the "SEC") thereunder, and the listing standards of theNew York Stock Exchange .Ms. Contreras-Sweet will receive compensation for her service on the Board in accordance with the Board's Amended and Restated Non-Employee Director Compensation Policy (the "Non-Employee Director Compensation Policy"), as described in the definitive proxy statement for the Company's 2020 annual meeting of stockholders, filed with theSEC onApril 23, 2020 . The Non-Employee Director Compensation Policy was most recently amended onJune 3, 2020 to provide that no non-employee director may receive compensation (including cash and equity compensation) in excess of$750,000 in any calendar year and to make certain other clarifying changes. A copy of the Non-Employee Director Compensation Policy is filed as Exhibit 10.1 hereto.Ms. Contreras-Sweet is expected to enter into the Company's standard form of indemnification agreement. A copy of the press release announcingMs. Contreras-Sweet's appointment to the Board is furnished as Exhibit 99.1 hereto. Item 8.01 Other Events. As previously noted in the Company's Current Report on Form 8-K, filedJuly 27, 2020 , the Company entered into a second amended and restated agreement (the "Second Amended and Restated Employment Agreement") with Mr.Olivier Kohler in connection with his promotion as the Company's Executive Vice President, Chief Operating Officer, and Principal Operating Officer. A copy of the Second Amended and Restated Employment Agreement is filed as Exhibit 10.2 hereto. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1 Amended and Restated Non-Employee Director Compensation Policy 10.2 Second Amended and Restated Employment Agreement, datedJuly 25, 2020 , betweenTriNet Group, Inc. andOlivier Kohler . 99.1* Press Release, datedNovember 19, 2020 , titled "TriNet Appoints Maria Contreras-Sweet, Former Head ofU.S. Small Business Administration , to its Board of Directors" 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) * Furnished herewith
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