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SSNI > SEC Filings for SSNI > Form 8-K on 22-Nov-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and Ex

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors.


On November 20, 2013, upon the recommendation of the Nominating and Governance Committee, the Board of Directors (the "Board") of Silver Spring Networks, Inc. (the "Company") approved the appointment of Peter Van Camp to the Board effective immediately. Mr. Van Camp will serve as a Class II director whose current term will expire at the Company's 2015 Annual Meeting of Stockholders when the Class II directors will next be elected by the Company's stockholders. Mr. Van Camp was also appointed to the Company's Audit Committee.

There are no arrangements or understandings between Mr. Van Camp and any other persons pursuant to which Mr. Van Camp was named as a director. Mr. Van Camp is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Consistent with the Company's policy for incoming non-employee directors, on November 20, 2013, Mr. Van Camp was awarded 9,299 stock options and 1,412 restricted stock units under the Company's 2012 Equity Incentive Plan, each of which vest in full and become exercisable and settleable (as applicable) on the earlier date of (i) the Company's 2014 Annual Meeting of Stockholders or
(ii) May 23, 2014. The stock options granted to Mr. Van Camp will have an exercise price of $20.49, equal to the closing price of the Company's stock on the New York Stock Exchange on the date of grant, and shall have a term of 10 years from the date of grant. Pursuant to Section 21.3 of the Company's 2012 Equity Incentive Plan, in the event of a Corporate Transaction (as defined therein), the vesting of Mr. Van Camp's awards shall accelerate and become exercisable and settleable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Compensation Committee of the Board determines.

In connection with his appointment to the Board, Mr. Van Camp will execute the Company's standard form of indemnification agreement for directors.

On November 22, 2013, the Company issued a press release announcing the appointment of Mr. Van Camp to the Board, a copy of which is filed as an exhibit to this report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Title

99.01 Press Release dated November 22, 2013

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