Form 8-K Diligent Board Member For: Apr 08

 

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 8, 2015

 

DILIGENT BOARD MEMBER SERVICES, INC.

(Exact name of registrant as specified in Charter)

 

 

1385 Broadway, 19th Floor

New York, NY 10018

(Address of principal executive offices)

 

(212) 741-8181

(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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  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

 

As disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2014, Diligent Board Member Services, Inc. (the “Company”) was informed on August 4, 2014 that Mark Weldon had determined to resign from the Board as a consequence of accepting the position of Chief Executive Officer of Mediaworks New Zealand.  Mr. Weldon’s resignation became effective on April 8, 2015 (April 9, 2015 New Zealand time).  As previously disclosed, Mr. Weldon did not resign from the Board due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The announcement regarding the resignation of Mr. Weldon is furnished herewith as Exhibit 99.1.

 

Item 9.01                                           Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Announcement, dated April 8, 2015, New Zealand time

 

2

 

SIGNATURES

 

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.

 

 

Dated: April 8, 2015	DILIGENT BOARD MEMBER SERVICES, INC.
	By:	/s/ Alexander Sanchez
		Alexander Sanchez
		Interim Chief Financial Officer

 

3

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Announcement, dated April 8, 2015, New Zealand time

 

4

Exhibit 99.1

 

 

April 8, 2015

 

Diligent Announces Resignation of Director

 

Diligent Board Member Services, Inc. (“Diligent” or the “Company”) (NZX: DIL) today announced that Mark Weldon has resigned from the Board of Directors, effective as of April 9, 2015 New Zealand time (April 8, 2015 Eastern Daylight Time, United States).

 

Following Mr Weldon’s resignation, there will be a short period of time where the Company will be out of compliance with the requirement to have at least two Directors who are ordinarily resident in New Zealand. The Company expects to make an appointment of a New Zealand resident Director shortly after the Annual General Meeting being held on April 28, 2015.

 

“Diligent has a great product set, a very strong market position, and is now very well placed to grow. I wish the Board, new CEO, and staff all the best in executing the strategy,” said Mr. Weldon. Mr. Liptak, Chairman of the Board, said: “We would like to thank Mark for his contribution to the Diligent Board. We wish him all the very best in his future endeavours.”

 

Investor inquiries:	Media inquiries:
Sonya Joyce	Geoff Senescall
Ph: + 64 4 894 6912	Ph: + 64 21 481 234

 

About Diligent

 

Over 92,000 individual directors, executives and board teams worldwide rely on Diligent Board Member Services, Inc. (NZX: DIL) to speed and simplify how board materials are produced, delivered, reviewed and voted on. Providing the world’s most widely used secure board portal via iPad, Windows devices and browsers — Diligent has pioneered ease of use, stringent security, and superior training and support since 2001. Diligent Boardbooks provides directors and management with immediate access to their most time sensitive and confidential information along with the tools to review, discuss and collaborate on it. It also helps administrative staff accelerate production and delivery, and corporate executives streamline board communications and decisions.

 

Diligent uses the Software-as-a-Service (SaaS) model to distribute its Diligent Boardbooks application to the market and maintain the security and integrity of its clients’ data. Under this model, Diligent offers annual renewable subscriptions for customer access to its Diligent Boardbooks product which is hosted on Diligent’s secure servers, and offers a complete suite of related services including training, support, data migration and data security/backup.