UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 25, 2019

 

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36788

 

47-1347291

(State or other jurisdiction of 

 

(Commission File Number)

 

(I.R.S. Employer 

incorporation or organization)

 

 

 

Identification Number)

 

2701 E. Grauwyler Rd. 

 

 

Irving, TX

 

75061

(Address of principal executive offices)

 

(Zip Code)

 

Company’s telephone number, including area code: (214) 740-6500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of Each Exchange on Which Registered

Common Stock, Par Value $0.0001 per share

 

XELA

 

The Nasdaq Stock Market LLC

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

o  Emerging growth company

 

o 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

 

On July 25, 2019, the Board of Directors (the “Board”) of Exela Technologies, Inc. (the “Company”), elected Martin P. Akins as a Class C director of the Company effective July 29, 2019 (the “Effective Date”). Mr. Akins will stand at the next election of directors at the 2020 annual meeting of the Company’s stockholders for a three-year term. Mr. Akins will serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board, including serving as Chair of the Nominating and Corporate Governance Committee.

 

Mr. Akins will be compensated on the same basis as all other non-management directors of the Company, as described under “Director Remuneration” in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 30, 2019. Mr. Akins will receive a pro rata share of the annual director compensation for the 2019 calendar year.

 

There are no arrangements or understandings pursuant to which Mr. Akins was elected as a director, and there are no related party transactions between the Company and Mr. Akins reportable under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure.

 

The Company issued a press release on July 29, 2019 announcing the appointment of Mr. Akins.  A copy of this press release is included as Exhibit 99.1 to this Form 8-K. The information contained in the accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press Release of Exela Technologies, Inc. issued on July 29, 2019.

 

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.

 

Dated: July 29, 2019

 

 

Exela Technologies, Inc.

 

 

 

 

By:

/s/ Erik L. Mengwall

 

 

Erik Mengwall

 

 

Secretary

 

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Exhibit 99.1

 

 

Contact: Jim Mathias

E: ir@exelatech.com

W: investors.exelatech.com

T: +1 972-821-5808

 

Exela Technologies, Inc. Announces Appointment of Martin Akins to Board of Directors

 

Irving, TX— July 29, 2019 — Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA), a location-agnostic global business process automation (“BPA”) leader across numerous industries, announced that effective today, Martin “Marty” P. Akins, formerly SVP, General Counsel of Express Scripts Holding Company, has been appointed to Exela’s board of directors.

 

“Marty’s significant public company experience, serving as general counsel, provides him with great perspective on a number of items including governance, the regulatory environment, and mergers and acquisitions. We conducted a thorough search for someone who would further strengthen the talent, wisdom and varied background of our board, and Marty is a great addition,” said Par Chadha, Chairman of the Board of Exela.

 

“I am honored to join the board of Exela and I look forward to offering my perspective and experience learned through my time at Express Scripts Holding Company in helping guide Exela’s continued growth. With 18 years of boardroom exposure, I look forward to adding my experience in mergers and acquisitions, regulation, succession planning, governance and more to the current Exela board,” said Akins.

 

Mr. Akins most recently worked at publicly traded Express Scripts Holding Company, a Fortune 25 company and the largest independent pharmacy benefit management company in the United States. In December of 2018, the Company merged with Cigna. As Senior Vice President and General Counsel, at Express Scripts Holding Company he served as the chief legal advisor and was also a member of Express Scripts’ senior executive team where he advised the CEO and outlined strategy to the Board of Directors. He was at Express Scripts Holding Company from 2001 through 2019, serving in various legal capacities including VP, Deputy General Counsel and Associate General Counsel. Prior to his time at Express Scripts, Mr. Akins was with the Polsinelli law firm. Akins began his legal career with the firm Thompson Coburn LLP. He received his Juris Doctorate from the University of Illinois College of Law.

 

Mr. Akins has been appointed to serve as a member of Exela’s Audit Committee and Nominating and Corporate Governance Committee. With his appointment the board now has 8 directors. Mr. Akins will serve as a Class C director and will stand for election at the 2020 annual meeting of stockholders of the Company.

 

About Exela

 

Exela is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience. With decades of expertise operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. With foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry department solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and public sectors. Through cloud-enabled platforms, built on a configurable stack of automation modules, and over 22,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.

 

Find out more at www.exelatech.com

Follow Exela on Twitter: https://twitter.com/exelatech

Follow Exela on LinkedIn: https://www.linkedin.com/company/11174620/

 

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