8-K/A 1 a18-27043_18ka.htm 8-K/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

 


 

(Amendment No. 1)

 

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

 

Date of Report (Date of earliest event reported): August 7, 2018

 


 

Pivotal Software, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38460

 

94-3094578

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

875 Howard Street, Fifth Floor
San Francisco, California

 

94103

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (415) 777-4868

 

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 (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))

 

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 x

 

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. x

 

 

 



 

Explanatory Note

 

This Current Report on Form 8-K amends and supplements the Current Report on Form 8-K filed on August 10, 2018 (the “Initial Form 8-K”).  As previously disclosed in the Initial Form 8-K, Mr. Khozema Shipchandler intended to resign from the Board of Directors (the “Board”) of Pivotal Software, Inc. (“Pivotal”), including its Audit Committee.  This amendment reports information regarding Mr. Shipchandler’s replacement on the Audit Committee that had not been determined at the time of the filing of the Initial Form 8-K.

 

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

 

The Board has approved the appointment of Ms. Marcy Klevorn to the Audit Committee, effective upon the date of Mr. Shipchandler’s resignation.  The Board has determined that Ms. Klevorn has satisfied all applicable requirements, including the independence requirements of The New York Stock Exchange, to serve on the Audit Committee.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Pivotal Software, Inc.

 

 

Date: September 7, 2018

/s/ Andrew M. Cohen

 

Andrew M. Cohen

 

Senior Vice President, General Counsel and Corporate Secretary

 

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