KLDiscovery Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-08-15: Form 8-K/A; Period of report 2024-08-15; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 1.01.
- 2024-08-15: Form 8-K; Period of report 2024-08-15; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 1.01.
- 2024-08-08: Form 8-K; Period of report 2024-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-07-25: Form 8-K; Period of report 2024-07-25; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-08-15 | 8-K/A | 2024-08-15 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 At the Closing, the Company and affiliates of Carlyle Equity Opportunity GP, L.P. (“Carlyle”), entered into an Amendment and Termination Agreement, dated as of August 14, 2024, which terminated the Company’s Registration Rights Agreement, dated as of December 19, 2019, by and among the Company (f/k/a Pivotal Acquisition Corp.), affiliates of Carlyle and Revolution Growth III LP and certain other signatories thereto, effective as of the Closing. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K (this “8-K”) concerning the Second Lien Credit Agreement is incorporated by reference into this Item 2.03. 3.02 The information set forth in the Introductory Note concerning the Debenture Exchange and Item 5.03 this 8-K is incorporated by reference into this Item 3.02. 5.01 The information set forth in the Introductory Note, Item 1.01 concerning the New Stockholders Agreement and Second Lien Credit Agreement, Item 5.02 and Item 5.03 of this 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note of this 8-K is incorporated by reference into this Item 5.02. 5.03 As described in Item 5.07 below, on August 12, 2024, at a special meeting of stockholders of the Company (the “Special Meeting”), upon the recommendation of the Board, the Company’s stockholders approved the New Certificate, which amended and restated the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Second Certificate”), as described below. 5.07 On August 12, 2024, the Company held the Special Meeting. 7.01 On August 14, 2024, the Company issued a press release announcing that the Company had closed the Transactions. | kldi-20240815.htm |
| 2024-08-15 | 8-K | 2024-08-15 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 At the Closing, the Company and affiliates of Carlyle Equity Opportunity GP, L.P. (“Carlyle”), entered into an Amendment and Termination Agreement, dated as of August 14, 2024, which terminated the Company’s Registration Rights Agreement, dated as of December 19, 2019, by and among the Company (f/k/a Pivotal Acquisition Corp.), affiliates of Carlyle and Revolution Growth III LP and certain other signatories thereto, effective as of the Closing. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K (this “8-K”) concerning the Second Lien Credit Agreement is incorporated by reference into this Item 2.03. 3.02 The information set forth in the Introductory Note concerning the Debenture Exchange and Item 5.03 this 8-K is incorporated by reference into this Item 3.02. 5.01 The information set forth in the Introductory Note, Item 1.01 concerning the New Stockholders Agreement and Second Lien Credit Agreement, Item 5.02 and Item 5.03 of this 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note of this 8-K is incorporated by reference into this Item 5.02. 5.03 As described in Item 5.07 below, on August 12, 2024, at a special meeting of stockholders of the Company (the “Special Meeting”), upon the recommendation of the Board, the Company’s stockholders approved the New Certificate, which amended and restated the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Second Certificate”), as described below. 5.07 On August 12, 2024, the Company held the Special Meeting. 7.01 On August 14, 2024, the Company issued a press release announcing that the Company had closed the Transactions. | kldi-20240814.htm |
| 2024-08-08 | 8-K | 2024-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2024, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended June 30, 2024. | kldi-20240807.htm |
| 2024-07-25 | 8-K | 2024-07-25 | 7.01 Regulation FD Disclosure | 7.01 As previously reported in the Current Report on Form 8-K filed on July 8, 2024 by KLDiscovery Inc. (the “Company”), on July 3, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the holders of all of the Company’s convertible debentures due January 10, 2025 agreed to exchange the debentures for an aggregate number of new shares of the Company’s common stock representing 96% of the Fully-Diluted Shares (as defined in the Exchange Agreement) (such exchange, the “Debenture Exchange”). | kldi-20240725.htm |
| 2024-07-08 | 8-K | 2024-07-03 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On July 8, 2024, the Company issued a press release announcing that the Company had entered into the TSA. | kldi-20240703.htm |
| 2024-07-02 | 8-K | 2024-07-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | kldi-20240702.htm |
| 2024-06-18 | 8-K | 2024-06-13 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 As described in Item 5.07 below, on June 13, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of KLDiscovery Inc. (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate”), as described below. 5.07 On June 13, 2024, the Company held the Annual Meeting. | kldi-20240613.htm |
| 2024-06-14 | 8-K | 2024-06-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | kldi-20240614.htm |
| 2024-05-08 | 8-K | 2024-05-08 | 9.01 Financial Statements and Exhibits | 9.01 Exhibit No. Description 99.1 KLDiscovery Press Release, dated May 8, 2024. | kldi-20240508.htm |
| 2024-05-02 | 8-K | 2024-05-02 | 7.01 Regulation FD Disclosure | 7.01 On May 2, 2024, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release announcing that the Company has reached an agreement in principle with its principal convertible debenture holders and its principal term loan lender to significantly reduce the Company’s long-term debt balance and strengthen the Company’s financial position. | kldi-20240502.htm |
| 2024-03-20 | 8-K | 2024-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 14, 2024, Lloyd W. Howell Jr., a Class A director of KLDiscovery Inc. (the “Company”), with a term expiring at the Company’s 2026 annual meeting of stockholders, resigned from the Company’s Board of Directors (the “Board”) with immediate effect. | kldi-20240320.htm |
| 2024-03-11 | 8-K | 2024-03-05 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 5, 2024, the Board of Directors (the “Board”) of the Company appointed Jill Frizzley as a director of the Company. | kldi-20240305.htm |
| 2024-02-06 | 8-K | 2024-02-01 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into Material Definitive Agreement. | kldi-20240201.htm |
| 2023-11-20 | 8-K | 2023-11-20 | 8.01 Other Events | 8.01 On November 20, 2023, KLDiscovery Inc. (“Company”) issued a press release announcing that the Company closed its acquisition of the business of Cenza Technologies Private Limited, an Indian-based alternative legal services provider offering contract management, CLM implementation, document review, and LawTech & Legal AI driven solutions. | kldi-20231120.htm |
| 2023-11-08 | 8-K | 2023-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2023, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended September 30, 2023. | kldi-20231108.htm |
| 2023-09-22 | 8-K | 2023-09-22 | 8.01 Other Events | 8.01 On September 22, 2023, KLDiscovery Inc. (“Company”) issued a press release announcing that the Company has entered into an agreement to acquire the business of Cenza Technologies Private Limited, an Indian-based alternative legal services provider offering contract management, CLM implementation, document review, and LawTech & Legal AI driven solutions. | kld-20230922.htm |
| 2023-08-09 | 8-K | 2023-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2023, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended June 30, 2023. | kld-20230809.htm |
| 2023-06-15 | 8-K | 2023-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 14, 2023, the Company held its 2023 annual meeting of stockholders (the “Annual Meeting”). | kld-20230614.htm |
| 2023-05-10 | 8-K | 2023-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2023, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2023. | kld-20230510.htm |
| 2023-04-13 | 8-K | 2023-04-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 During 2022, KLDiscovery Inc. (the “Company”) granted performance based restricted stock units (“RSUs”) to the Company’s named executive officers (the “NEOs”), 50% of which vest based on the achievement of annual consolidated revenue targets and 50% of which vest based on the achievement of annual revenue targets for Nebula, the Company’s flagship, end-to-end AI / ML powered solution (“Performance Awards”). | kld-20230406.htm |
| 2023-03-15 | 8-K | 2023-03-15 | 8.01 Other Events | 8.01 As previously disclosed, on February 16, 2023, KLDiscovery Inc. (the “Company”) filed a petition in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law seeking validation of the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter”) and any securities issued in reliance on the validity of the Charter to resolve any uncertainty with respect to those matters (captioned In re KLDiscovery Inc., C.A. No. 2023-0194-LWW (Del. Ch.)) (the “Section 205 Action”). | kld-20230315.htm |
| 2023-03-15 | 8-K | 2023-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 On March 15, 2023, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the fourth-quarter of 2022 and full-year 2022. | kld-20230315.htm |
| 2023-02-17 | 8-K | 2023-02-17 | 8.01 Other Events | 8.01 On December 18, 2019, Pivotal Acquisition Corp. (“Pivotal”), the predecessor to KLDiscovery Inc. (the “Company”), held an annual meeting of stockholders (the “Pivotal Annual Meeting”) to approve the business combination between LD Topco, Inc., the operator of the Company’s business prior to the business combination (“LD Topco”), and Pivotal, and certain matters relating to the business combination. | kld-20230217.htm |
| 2023-02-02 | 8-K | 2023-02-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 2, 2023, the Company announced that the Company’s Board of Directors (the “Board”) has elected Lawrence B. Prior III as Chair of the Board of Directors of KLDiscovery. 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is a press release announcing the appointment of Mr. Howell Jr to the Board. | kld-20230202.htm |
| 2022-12-27 | 8-K | 2022-12-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 22, 2022, KLDiscovery Inc (the “Company”) entered into an amendment (the “Wilson Amendment”) to the Executive Severance Agreement, dated as of June 17, 2020, by and between the Company and Dawn Wilson, the Chief Financial Officer of the Company (the “Wilson Agreement”), an amendment (the “Jones Amendment”) to the Executive Severance Agreement, dated as of June 17, 2020, by and between the Company and Krystina Jones, the Executive Vice President, Marketing and Sales of the Company (the “Jones Agreement”) and an amendment (the “Weiler Amendment”) to the Executive Severance Agreement, dated as of September 30, 2020, by and between the Company and Christopher Weiler, the Chief Executive Officer of the Company (the “Weiler Agreement”). | kld-20221227.htm |
| 2022-11-09 | 8-K | 2022-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2022, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended September 30, 2022. | kld-20221109.htm |
| 2022-08-30 | 8-K | 2022-06-13 | 7.01 Regulation FD Disclosure | 7.01 1 These transactions represent open market purchases of the Company’s common stock. | kld-20220613.htm |
| 2022-08-10 | 8-K | 2022-08-10 | 2.02 Results of Operations and Financial Condition | 2.02 On August 10, 2022, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended June 30, 2022. | kld-8k_20220810.htm |
| 2022-06-23 | 8-K/A | 2022-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 16, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”). | kld-8ka_20220616.htm |
| 2022-06-17 | 8-K | 2022-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 16, 2022, the Company held its 2022 annual meeting of stockholders (the “Annual Meeting”). | kld-8k_20220616.htm |
| 2022-05-11 | 8-K | 2022-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2022, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2022. | kld-8k_20220511.htm |
| 2022-03-16 | 8-K | 2022-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2022, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the fourth-quarter of 2021 and full-year 2021. | kld-8k_20220316.htm |
| 2021-11-12 | 8-K | 2021-11-11 | 2.02 Results of Operations and Financial Condition | 2.02 On November 11, 2021, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended September 30, 2021. | kld-8k_20211111.htm |
| 2021-08-12 | 8-K | 2021-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2021, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended June 30, 2021. | kld-8k_20210811.htm |
| 2021-07-19 | 8-K | 2021-07-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 15, 2021, KLDiscovery Inc. (“KLDiscovery”) appointed Danny Zambito to the role of Chief Operating Officer. | kld-8k_20210715.htm |
| 2021-06-16 | 8-K | 2021-06-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 The Compensation Committee (the “Committee”) of the Board of the Directors of KLDiscovery Inc. (the “Company”) had previously approved temporary reductions in base salary for the Company’s named executive officers; Christopher Weiler, Chief Executive Officer, Dawn Wilson, Chief Financial Officer and Krystina Jones, Executive Vice President, Global Legal Technology Sales as part of an overall package of employee pay reductions during the Covid 19 pandemic. 5.07 On June 15, 2021, the Company held its 2021 annual meeting of stockholders (the “Annual Meeting”). | kld-8k_20210615.htm |
| 2021-05-12 | 8-K | 2021-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2021, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended March 31, 2021. | kld-8k_20210510.htm |
| 2021-03-17 | 8-K | 2021-03-16 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On March 17, 2021, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the year ended December 31, 2020. 5.02 On March 16, 2021, William Darman, a Class C director of the Company, with a term ending at the Company’s 2022 annual meeting of stockholders, resigned from the Company’s Board of Directors (the “Board”) with immediate effect. 7.01 Attached as Exhibit 99.2 to this Current Report on Form 8-K is a press release announcing the appointment of Mr. Shah to the Board. | kld-8k_20210317.htm |
| 2021-02-08 | 8-K | 2021-02-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 The information set forth in Item 2.03 is incorporated into this Item 1.01 by reference. 1.02 The information set forth in Item 2.03 is incorporated into this Item 1.02 by reference. 2.03 On February 8, 2021, KLDiscovery Inc. (the “Company”) announced that certain of its subsidiaries (such subsidiaries, collectively, the “Loan Parties”) entered into a secured credit agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “New Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent, and certain other lenders and financial institutions. 5.02 On February 8, 2021, the Company announced that the size of its Board of Directors (the “Board”) has been increased to ten members pursuant to an amendment, dated as of February 2, 2021, to the Stockholders’ Agreement, dated as of December 19, 2019 (as amended, the “Stockholders’ Agreement”), entered into in connection with the consummation of the business combination among the Company and affiliates of The Carlyle Group (“Carlyle”) and Revolution Growth III, LP. | kld-8k_20210202.htm |
| 2020-12-30 | 8-K | 2020-12-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 24, 2020, KLDiscovery Inc.’s subsidiary LDiscovery, LLC (the “Company”) entered into an Software License Agreement, by and between, Relativity ODA LLC (“Relativity”) and the Company (the “License Agreement”), and is effective as of January 1, 2021. | kld-8k_20201224.htm |
| 2020-12-28 | 8-K | 2020-12-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 The information set forth in Item 2.03 is incorporated into this Item 1.01 by reference. 2.03 On December 23, 2020, KLDiscovery Inc.’s subsidiaries LD Intermediate Holdings, Inc., LD Lower Holdings, Inc. and LD Topco, Inc. (collectively, the “Company”) entered into an amendment (the “Amendment”) to its Credit Agreement with Royal Bank of Canada, as administrative agent and other Revolving Credit lenders (collectively, the “Lenders”), dated December 9, 2016 (the “Credit Agreement”). | kld-8k_20201223.htm |
| 2020-12-23 | 8-K | 2020-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 22, 2020, KLDiscovery Inc. (the “Company”) and certain key employees have agreed to a continued reduction in salaries. | kld-8k_20201223.htm |
| 2020-11-12 | 8-K | 2020-11-11 | 2.02 Results of Operations and Financial Condition | 2.02 On November 11, 2020, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three and nine months ended September 30, 2020. | kld-8k_20201111.htm |
| 2020-10-01 | 8-K | 2020-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with the KLDiscovery Inc.’s (the “Company”) business combination with Pivotal Acquisition Corp. (the “Business Combination”) on December 19, 2019, the Board of Directors approved a new severance arrangement with Christopher Weiler. | kld-8k_20200930.htm |
| 2020-09-17 | 8-K | 2020-05-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 KLDiscovery Inc. (the “Company”) previously granted to Krystina Jones, its Executive Vice President, Global LT Sales & Marketing (i) an award of 9,878 restricted stock units of the Company (the “RSUs”) pursuant to the terms of its 2019 Incentive Award Plan (the “Plan”) and award agreement thereunder (“Award Agreement”) and (ii) a stock option award to purchase 29,913 shares of the common stock of the Company (the “Option”), pursuant to the terms of the Plan and an option agreement thereunder (“Option Agreement”). | kld-8k_20200506.htm |
| 2020-08-12 | 8-K | 2020-08-06 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On August 12, 2020, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the three months ended June 30, 2020. 5.02 The Company previously granted a stock option award to purchase 121,110 shares of the common stock of the Company (the “Option”), pursuant to the terms of its 2019 Incentive Award Plan and an award agreement thereunder to Christopher Weiler, the Company’s Chief Executive Officer. | kld-8k_20200806.htm |
| 2020-08-05 | 8-K | 2020-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 30, 2020, KLDiscovery Inc. (the “Company”) and certain key employees have agreed to reductions in salaries. | kld-8k_20200730.htm |
| 2020-06-23 | 8-K | 2020-06-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 In connection with the KLDiscovery Inc.’s (the “Company”) business combination with Pivotal Acquisition Corp. on December 19, 2019, the Board of Directors approved new severance arrangements with key employees, Dawn Wilson and Krystina Jones. | kld-8k_20200617.htm |
| 2020-05-15 | 8-K | 2020-05-14 | 2.02 Results of Operations and Financial Condition | 2.02 On May 14, 2020, KLDiscovery Inc. ("KLDiscovery" or the "Company") issued a press release reporting its financial results for the three months ended March 31, 2020. | kld-8k_20200514.htm |
| 2020-04-23 | 8-K | 2020-04-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 KLDiscovery Inc. (the “Company”) previously granted awards of restricted stock units of the Company (the “RSUs”), pursuant to the terms of its 2019 Incentive Award Plan (the “Plan”) and award agreements thereunder (each, an “Award Agreement”), to Christopher Weiler, its Chief Executive Officer (40,000 RSUs), Dawn Wilson, its Chief Financial Officer (125,000 RSUs), and Krystina Jones, its Executive Vice President, Global LT Sales & Marketing (40,000 RSUs). | kld-8k_20200422.htm |
| 2020-03-25 | 8-K | 2020-03-25 | 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On March 25, 2020, KLDiscovery Inc. (“KLDiscovery” or the “Company”) issued a press release reporting its financial results for the year ended December 31, 2019. 2.03 As previously disclosed, on December 9, 2016, certain subsidiaries of the Company entered into that certain credit agreement (as amended or supplemented to date, the “2016 Credit Agreement”) with Royal Bank of Canada, as administrative agent, RBC Capital Markets and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners, and certain other agents and lenders. 5.02 On March 24, 2020, the Company announced that the size of its Board of Directors (the “Board”) has been increased to nine members pursuant to an amendment, dated as of March 23, 2020, to the Stockholders’ Agreement, dated as of December 19, 2019, entered into in connection with the consummation of the business combination among the Company and affiliates of Carlyle Equity Opportunity GP, L.P. and Revolution Growth III, LP. | kld-8k_20200325.htm |
| 2020-01-22 | 8-K | 2020-01-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 21, 2020, Daniel Akerson resigned from the Board of Directors (the “Board”) of KLDiscovery Inc. (“KLDiscovery” or the “Company”) with immediate effect. | d831720d8k.htm |
| 2019-12-26 | 8-K | 2019-12-19 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On December 19, 2019, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Pivotal and affiliates of Carlyle and Revolution Growth III, LP, a Delaware limited partnership (“Revolution”) entered into the Stockholders’ Agreement (the “Stockholders’ Agreement”). 1.02 In connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Pivotal and its officers and directors, Pivotal Acquisition Holdings LLC, and the other holders of the shares of Class B common stock of Pivotal that were issued prior to Pivotal’s initial public offering agreed to terminate the existing registration rights agreement dated as of January 31, 2019 by and among Pivotal and the other parties named therein (the “Existing Registration Rights Agreement”) and to terminate their rights and obligations thereunder. 2.01 The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. 3.01 On December 19, 2019, Pivotal received a written notice from the staff of NYSE Regulation of the NYSE indicating that it had determined to delist Pivotal’s common stock, units and warrants from the NYSE pursuant to Sections 802.01B and 102.01A of the NYSE Listed Company Manual. 3.02 The information set forth in Item 1.01 of this Report under the heading “Convertible Debentures” is incorporated by reference into this Item 3.02. 3.03 On the Closing Date, KLDiscovery filed the Second Amended and Restated Certificate of Incorporation of KLDiscovery (the “A&R Certificate”) with the Secretary of State of the State of Delaware. 4.01 On December 22, 2019, the audit committee of KLDiscovery’s board of directors approved a resolution appointing Ernst & Young LLP (“E&Y”) as KLDiscovery’s independent registered public accounting firm to audit KLDiscovery’s consolidated financial statements for the fiscal year ended December 31, 2019, replacing Marcum LLP, which was dismissed from its role as Pivotal’s independent registered public accounting firm, effective immediately. 5.02 Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each of Jonathan J. Ledecky and James H.R. Brady resigned as executive officers of Pivotal. | d854688d8k.htm |
| 2019-12-18 | 8-K | 2019-12-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 18, 2019, Pivotal Acquisition Corp. (“Pivotal”) held an Annual Meeting of Stockholders (the “Meeting”). | d852980d8k.htm |
| 2019-12-17 | 8-K | 2019-12-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by the parties related to the items described above. | d843325d8k.htm |
| 2019-11-13 | 8-K | 2019-11-07 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 13, 2019, the parties issued a press release relating to the execution of the commitment letter and timing of the stockholder meeting to be held to approve the transaction between Pivotal and the Company. | d821671d8k.htm |
| 2019-11-01 | 8-K | 2019-10-30 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by the parties related to the Amendment. | d822075d8k.htm |
| 2019-05-22 | 8-K/A | 2019-05-20 | 9.01 Financial Statements and Exhibits | 9.01 * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). | d747252d8ka.htm |
| 2019-05-21 | 8-K | 2019-05-20 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 The information set forth below under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. | d747252d8k.htm |
| 2019-04-18 | 8-K | 2019-04-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | d673299d8k.htm |
| 2019-02-08 | 8-K | 2019-02-04 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 The information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02. 8.01 On February 4, 2019, the Company consummated the initial public offering (“IPO”) of 23,000,000 of its units (“Units”), including 3,000,000 Units subject to the underwriters’ over-allotment option. | d702700d8k.htm |
| 2019-02-01 | 8-K | 2019-01-31 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.03 Amendments to Certificate of Incorporation or Bylaws ; Change in Fiscal Year. | d694843d8k.htm |