Jackowski received a B. Charles Moran. Moran was the founder and served as the chief executive officer and president and Chairman of Skillsoft Plc from until December Prior to Skillsoft, Mr. Moran served as the chief financial officer and chief operations officer of Softdesk, Inc. Moran currently serves on the board of directors of Intapp Inc. Nasdaq: CVLT , and currently serves as an advisor to multiple private equity firms.
Moran holds a B. Moran is qualified to serve on our board of directors due to his extensive experience in the technology industry and his sales and marketing experience. Stuart Nicoll. Prior to Accenture, Mr. Nicoll started his career at KPMG International Limited in audit and transaction services roles before serving in a commercial director role at Electronic Data Systems. Nicoll received a B.
Nicoll is qualified to serve on our board of directors due to his extensive experience in accounting, finance and corporate development. He currently serves on the board of directors of Paycor, Inc. He has previously served on the board of directors of RealPage, Inc. Wright served in a variety of roles at GE Capital from to , including principal investing on behalf of GE Ventures.
Previously, he worked at Accenture designing and implementing systems for the financial services and pharmaceutical industries. Wright received a B. Wright is qualified to serve on our board of directors due to his extensive technology and finance industry experience. General Information About the Board of Directors. Transition from Controlled Company. Upon the completion of a secondary offering on November 13, by Apax and Accenture, we ceased to be a controlled company under the Nasdaq Listing Rules.
Accordingly, we have a majority of independent directors on our board of directors. Apax and Accenture, individually, are required to vote all of their shares, and take all other necessary actions, to cause our board of directors to include the individuals designated as directors by Apax and Accenture as applicable.
Our board of directors held five meetings during the fiscal year ended August 31, Director Independence. Among other things, the Nasdaq independence criteria include that the director not be our employee and not have engaged in various types of business dealings with the Company.
Family Relationships. Board Leadership Structure. Our board of directors does not have a formal policy regarding the combination of the roles of Chairman of the Board and Chief Executive Officer because the board of directors believes that it is in the best interests of the Company to have the flexibility to determine, from time to time, whether the positions should be held by the.
The board of directors believes that it is currently in the best interest of our stockholders that the Chairman role be held by Jason Wright. This leadership structure allows for Michael Jackowski to focus on, among other things, executing our strategic plans and overseeing day-to-day operations. Meanwhile, in his capacity as Chairman, Mr. Wright can focus on leading the board of directors, ensuring that it provides strong oversight of management and that all directors have access to the resources required to discharge their duties appropriately.
The board of directors believes that the current separation of the Chairman and Chief Executive Officer allows the Company to benefit from the knowledge and leadership of two experienced business veterans and is advantageous to independence, oversight and objectivity. The board of directors may reconsider this leadership structure from time to time based on the leadership needs of our board of directors and the Company at any particular time.
Our management is responsible for identifying risks facing our Company, including strategic, financial, operational and regulatory risks, implementing risk management policies and procedures and managing our day-to-day risk exposure. In addition, the board of directors is regularly presented with information at its regularly scheduled and special meetings regarding risks facing our Company, and management provides more frequent, informal communications to the board of directors between regularly scheduled meetings which are designed to give the board of directors regular updates about our business.
The board of directors considers this information and provides feedback, makes recommendations, and, as appropriate, authorizes or directs management to address particular exposures to risk. Committees of the Board of Directors. Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.
Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter which we have posted on our website at www. Audit Committee. The audit committee, among other things:. Our board of directors has affirmatively determined that each committee member is independent for purposes of serving on the audit committee under Rule 10A-3 under the Exchange Act and the Nasdaq Listing Rules.
The audit committee held seven meetings in the fiscal year ended August 31, Nominating and Corporate Governance Committee. The nominating and corporate governance committee, among other things:. The nominating and corporate governance committee works with the board of directors to determine the appropriate mix of characteristics, skills and experience for the board of directors as a whole and for individual directors.
In evaluating the suitability of individuals for board of directors membership, the nominating and corporate governance committee takes into account many factors. Our board of directors has affirmatively determined that each committee member is an independent director as defined by the Nasdaq Listing Rules.
The nominating and corporate governance committee held two meetings in the fiscal year ended August 31, Compensation Committee. The compensation committee, among other things:. The compensation committee held four meetings in the fiscal year ended August 31, Code of Business Conduct and Ethics. We have adopted a written code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.
The code of business conduct and ethics is posted on our website at www. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, or any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
Stockholder Communications with the Board of Directors. Stockholders of the Company wishing to communicate with the board of directors or an individual director may send a written communication to the board of directors or such director at the following address:. Attn: Secretary. The Secretary will review each communication, and will forward such communication to the board of directors or to any individual director to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the Secretary shall discard the communication or inform the proper authorities, as may be appropriate.
This responsibility includes a review and evaluation of the independent auditors. The audit committee approves all audit engagement fees and terms associated with the retention of the independent auditors. The audit committee and the board of directors believe that the continued retention of KPMG LLP as our independent auditors is in the best interests of the Company. The audit committee charter requires the audit committee to periodically consider whether the independent audit firm should be rotated.
In addition to evaluating rotation of the independent auditors, the audit committee oversees the selection of the new lead audit partner and the audit committee chair participates directly in the selection of the new lead audit partner.
If the stockholders do not ratify the selection, the audit committee will reconsider its selection. Even if the selection is ratified, the audit committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of the Company and our stockholders. Representatives from KPMG LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement at the Annual Meeting if they desire to do so and are expected to be available to respond to appropriate questions at the Annual Meeting.
Approval by the affirmative vote of the holders of a majority of the shares of common stock present in person, or represented by proxy, and entitled to vote at the Annual Meeting is required to ratify the selection of KPMG LLP. Fees Billed by the Principal Accountant.
The following table sets forth all fees billed for professional audit services and other services rendered by KPMG LLP for each of the years ended August 31, and Audit Fees 1. Audit-Related Fees. Tax Fees 2. All Other Fees. Audit Fees consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements included in quarterly reports, services rendered in connection with SEC registration statements and services that are normally provided by KPMG LLP, such as comfort letters, in connection with statutory and regulatory filings or engagements.
Tax Fees consist of fees for professional services rendered for tax compliance and tax advice. Our audit committee is responsible for approving all audit, audit-related and certain other services specified in its charter.
Because our audit committee was not formed until August 7, , the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. In compliance with the policies and procedures set forth in the audit committee charter, the audit committee may, in accordance with applicable law, establish pre-approval policies and procedures for the engagement of independent auditors and any other registered public accounting firm to render services to the Company.
The audit committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended August 31, , with our management and with our independent registered public accounting firm, KPMG LLP. Francis Pelzer Chair. Kathy Crusco. The following table sets forth information regarding beneficial ownership of our common stock as of November 30, by:.
Each of our directors;. Each of our named executive officers; and. All of our current executive officers and directors as a group. The percentage ownership information is based on ,, shares of common stock outstanding as of November 30, , which for purposes of the table below includes any shares of unvested restricted stock that are held by such individual or entity over which such individual or entity has voting rights. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities.
Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power.
In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to equity awards or other rights held by such person that are currently exercisable or will become exercisable within 60 days after November 30, , are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.
Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable. Name of beneficial owner. Number of. Percentage of. Apax 1. Accenture 2. Named Executive Officers and Directors. Michael Jackowski 4. Vincent Chippari 5.
Matthew Foster 6. Eugene Van Biert 7. Eva F. Harris formerly Huston 8. Anirban Dey 9. William Bloom Kathy Crusco Julie Dodd Charles Moran Stuart Nicoll Francis Pelzer All current executive officers and directors as a group 15 persons.
Represents shares of common stock held by Disco Guernsey Holdings L. Limited is the general partner of Disco Guernsey Holdings L. The registered address for each of Disco Guernsey Holdings L. Kayne Anderson Rudnick Investment Management, LLC has i sole voting and dispositive power with respect to 4,, shares of common stock and ii shared voting and dispositive power with respect to 10,, shares of common stock.
Virtus Investment Advisers, Inc. Consists of i 1,, shares of common stock, including restricted stock, held by Mr. Jackowski and ii , shares of common stock subject to options held by Mr. Jackowski that are exercisable within 60 days of November 30, Consists of i , shares of common stock, including restricted stock, held by Mr.
Chippari and ii 92, shares of common stock subject to options held by Mr. Chippari that are exercisable within 60 days of November 30, Foster and ii 92, shares of common stock subject to options held by Mr. Foster that are exercisable within 60 days of November 30, Van Biert and ii 70, shares of common stock subject to options held by Mr.
Van Biert that are exercisable within 60 days of November 30, Consists of 73, shares of common stock, including retsricted stock, held by Ms. Consists of i , shares of common stock, including restricted stock, held by Mr, Dey and ii 73, shares of common stock subject to options held by Mr. Dey that are exercisable within 60 days of November 30, Dey is a former executive officer as of August Consists of 4, shares of common stock, including retsricted stock, held by Mr. Consists of i 54, shares of common stock, including restricted stock, held by Ms.
Crusco and ii 17, shares of common stock subject to options held by Ms. Crusco that are exercisable within 60 days of November 30, Consists of 7, shares of common stock, including restricted stock, held by Ms. Consists of i 22, shares of common stock, including restricted stock, held by Mr. Moran and ii 2, shares of common stock subject to options held by Mr. Moran that are exercisable within 60 days of November 30, Consists of 12, shares of common stock held by Mr.
Pelzer and ii 20, shares of common stock subject to options held by Mr. Pelzer that are exercisable within 60 days of November 30, Delinquent Section 16 a Reports.
As a practical matter, the Company seeks to assist its directors and executives by monitoring transactions and completing and filing reports on their behalf. To our knowledge, based solely on review of the copies of such reports and any amendments thereto furnished to us during or with respect to our most recent fiscal year, all Section 16 a filing requirements applicable to the Reporting Persons were satisfied, with the exception of i Ms.
Crusco and Messrs. Chippari, Dey, Fitzgerald, Foster, Jackowski, Moran, Pelzer, Van Biert and Wilson, with respect to shares acquired by each on February 2, upon the satisfaction of a performance condition associated with previously awarded restricted share units in Disco Topco Holdings Cayman L.
Van Biert, with respect to shares he sold on April 16, ; and iii Mmes. Crusco, Dodd, Harris and Townsend and Messrs. Form 4 reports were subsequently filed to report each transaction. The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis and, based on such review and discussions, the Compensation Committee recommended to our board of directors that this Compensation Discussion and Analysis be included in this proxy statement.
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Lot of improvements in the latest versions. Prior to joining ADP, Mr. Scherr operated Management Statistics, Inc. He is the brother of Marc D. Scherr, the Vice Chairman of the Board of the Company. Alan Goldstein, M. Goldstein is also a member of the Executive Committee of the Board. From January until February , Dr. Goldstein served as Vice President of the general partner of the Partnership. In , Dr. Goldstein founded Strategic Image Systems, Inc.
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Executive Committee. The Executive Committee is composed of Messrs. Scherr and Dr. Alan Goldstein. Following the Annual Meeting, at which Mr.
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