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): November 06, 2024 |
CCC Intelligent Solutions Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | |
Delaware | 001-39447 | 98-1546280 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
167 N. Green Street, 9th Floor | |
Chicago, Illinois | | 60607 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: (800) 621-8070 |
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common stock, par value $0.0001 per share | | CCCS | | The Nasdaq Stock Market LLC |
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 November 6, 2024, CCC Intelligent Solutions Holdings Inc. (the “Company”) appointed Neil E. de Crescenzo as a Class II Director of the Company and as member of the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), each effective immediately.
Until October 2023, Mr. de Crescenzo was CEO of Optum Insight, a division of UnitedHealth Group, which he joined upon Optum’s acquisition of Change Healthcare where Mr. de Crescenzo served as CEO since 2013, including leading Change Healthcare’s 2019 IPO. Prior to his tenure at Change Healthcare, Mr. de Crescenzo held senior roles at Oracle and IBM.
Mr. de Crescenzo will be eligible to receive compensation for his service on the Board of Directors (the “Board”) consistent with that provided by the Company to other independent, non-employee directors, which is described under the caption “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2024, as adjusted by the Board of Directors from time to time.
In connection with his appointment to the Board and the Audit Committee, the Board determined that Mr. de Crescenzo is independent pursuant to the required standards set forth in Rule 10A-3(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and pursuant to the definition of independence under Nasdaq Listing Rule 5605(a)(2) and is able to read and understand fundamental financial statements.
Mr. de Crescenzo has no family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any person pursuant to which he was appointed as a director of the Company. In addition, there have been no transactions directly or indirectly involving Mr. de Crescenzo that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On November 6, 2024, the Company issued a press release announcing the appointment of Mr. de Crescenzo to the Board, a copy of which is furnished as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 hereunto duly authorized.
| | | |
| | | CCC INTELLIGENT SOLUTIONS HOLDINGS INC. |
| | | |
Date: | November 6, 2024 | By: | /s/ Brian Herb |
| | Name: Title: | Brian Herb
Executive Vice President, Chief Financial and Administrative Officer |
