8-K 1 a8-kapril52019_management.htm 8-K Document


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 Earliest Event Reported): April 2, 2019
____________________
TransUnion

(Exact name of registrant as specified in its charter)
____________________

 
 
 
 
 
 
Delaware
 
001-37470
 
61-1678417
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

555 West Adams Street,
Chicago, Illinois 60661
(312) 985-2000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
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))
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 April 2, 2019, Robert E. Beauchamp notified the Chairman of the Board of Directors of TransUnion of his decision to resign, effective immediately, from his position as a member of the Board. On April 1, 2019, BMC Software, Inc. (“BMC”) announced that Mr. Beauchamp has returned to BMC to serve as interim president and CEO and a director.  Mr. Beauchamp indicated that he believes that it would be in the best interests of both parties if he resigned as a director of TransUnion.  His resignation did not result from any disagreement with TransUnion on any matter relating to the company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On April 5, 2019, TransUnion issued a press release announcing the appointment of new leaders to the company’s executive management team. A copy of the press release is attached and furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
 
Exhibit
  
Description
 
 
  
Press release of TransUnion dated April 5, 2019, announcing the appointment of new leaders to the company’s executive management team.

SIGNATURES

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

                            
TRANSUNION
                        
Date: April 5, 2019                    
By:     /s/ Mick Forde                
Name:    Mick Forde
Title:    Senior Vice President