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): | |||||
(Exact name of registrant as specified in its charter)
Commission file number 1-39361
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(973 ) 921-5500
Registrant’s telephone number, including area code
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 August 12, 2020, the Board of Directors of Dun & Bradstreet Holdings, Inc. (“DNB” or the “Company”) adopted a resolution increasing the size of the Company’s Board of Directors to nine, and elected Keith J. Jackson to serve on our Board of Directors. Mr. Jackson will serve in Class I of our Board of Directors, and his term will expire at the annual meeting of our shareholders to be held in 2021. Mr. Jackson has not been appointed to any committee of our Board.
Mr. Jackson, who is age 55, is President of Positive Atmosphere Reaches Kids, a non-profit organization founded by Mr. Jackson in 1993 that is headquartered in Little Rock, Arkansas, and works with at-risk youth to provide positive reinforcement for success. Mr. Jackson also serves on the board of directors of BancorpSouth Bank and the board of trustees of the University of Oklahoma Foundation.
Mr. Jackson is not a party to any related party transactions with the Company. He will receive customary compensation paid to our non-employee directors.
Item 8.01. Other Events
On August 18, 2020, DNB issued a press release announcing Mr. Jackson’s election to the Board of Directors. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 901. Financial Statements and Exhibits
(d) Exhibits
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 thereunto duly authorized.
| DUN & BRADSTREET HOLDINGS, INC. | |||||||||||
| By: | /s/ Joe A. Reinhardt, III | ||||||||||
| Joe A. Reinhardt, III | |||||||||||
| Date: | August 18, 2020 | Chief Legal Officer | |||||||||
Exhibit 99.1
DUN & BRADSTREET ANNOUNCES THE APPOINTMENT OF KEITH J. JACKSON TO ITS BOARD OF DIRECTORS
Short Hills, NJ, August 18, 2020: Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet”) (NYSE:DNB), a leading global provider of business decisioning data and analytics, today announced the appointment of Keith J. Jackson to its Board of Directors. The appointment of Jackson follows the Company’s adoption of a resolution to increase its Board of Directors to nine members.
“We are pleased to welcome Keith to the Dun & Bradstreet Board of Directors. Keith has demonstrated throughout his career the ability to work successfully in different environments, designing and leading strategies which result in value creation,” said William P. Foley II, Chairman, Dun & Bradstreet. “His leadership and experience will provide valuable perspectives as we continue to propel Dun & Bradstreet’s growth strategy, drive profitability and enhance value for all of our shareholders.”
“It’s a great privilege to be joining the board at Dun & Bradstreet, a company with 179 years of history that is focused on helping companies grow and thrive,” said Keith J. Jackson. “I look forward to working with the board and the leadership team as they continue to lead Dun & Bradstreet’s success.”
Jackson is currently President of Positive Atmosphere Reaches Kids (P.A.R.K.), a non-profit organization he founded in 1993 that is headquartered in Little Rock, Arkansas, and works with at-risk youth to provide positive reinforcement for success. He also serves on the board of directors of BancorpSouth Bank and the board of trustees of the University of Oklahoma Foundation.
Background on Keith J. Jackson
Keith J. Jackson was born and raised in Little Rock, Arkansas and attended the University of Oklahoma where he graduated with academic honors and a B.A. in Communications in three and a half years.
In 1988, the Philadelphia Eagles made Jackson the 13th pick of the first round of the National Football League draft. He played in the NFL for nine years and finished his career with a Super Bowl championship with the Green Bay Packers. Jackson later became a broadcast analyst and has since received a number of honors stemming from his athletic career and dedication to his local community.
About Dun & Bradstreet
Dun & Bradstreet, a leading global provider of business decisioning data and analytics, enables companies around the world to improve their business performance. Dun & Bradstreet’s Data Cloud fuels solutions and delivers insights that empower customers to accelerate revenue, lower cost, mitigate risk, and transform their businesses. Since 1841, companies of every size have relied on Dun & Bradstreet to help them manage risk and reveal opportunity.
For more information, contact:
Investor Contact:
Debra McCann
973-921-6008
IR@dnb.com
Media Contact:
Lisette Kwong
973-921-6263
KwongL@dnb.com