GLOB Globant SA

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2023

Commission File Number 001-36535

 

GLOBANT S.A.

(Translation of registrant's name into English)

 

37A, Avenue J.F. Kennedy L-1855, Luxembourg Tel: + 352 20 30 15 96

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F
or Form 40-F:	x Form 20-F		¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):	¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):	¨

 

 

GLOBANT S.A.

FORM 6-K

 

Establishment of Lead Independent Director Position

 

On October 3, 2023, the board of directors (the “Board”) of Globant S.A. (the “Company”) established the position of lead independent director (the “Lead Independent Director”). The Lead Independent Director’s authority, responsibilities and duties are detailed in the Lead Independent Charter (the “Charter”) adopted by the Board on that date.

 

The Charter provides that, in circumstances where the chairman of the Board of the Company is not independent, the members of the Board may resolve to appoint from among the independent directors a Lead Independent Director. The Lead Independent Director will serve in a lead capacity to coordinate the activities of the independent directors and to perform such other duties and responsibilities as the Board may determine.

 

The full text of the Charter is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Appointment of Lead Independent Director

 

On October 3, 2023, the Board appointed Ms. Linda Rottenberg as the Lead Independent Director, effective immediately. Ms. Rottenberg will serve as the Lead Independent Director until her successor is duly appointed and qualified, or until her earlier removal or resignation or such time as she is no longer considered to be independent under Section 303A of the corporate governance rules of the New York Stock Exchange (“NYSE”). Ms. Rottenberg has served as an independent member of the Board since 2017.

 

Appointment of New Member of Audit Committee

 

Concurrently with her appointment as Lead Independent Director, Ms. Rottenberg has been appointed to serve as a member of the Audit Committee, replacing Mr. Rick Haythornthwaite, effective as from September 30, 2023. The Board has determined that Ms. Rottenberg satisfies the “independence” requirements under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, as well as under Section 303A of the corporate governance rules of the NYSE. Ms. Rottenberg previously served as a member of the Audit Committee of the Board from May 9, 2017 through August 2021.

 

In connection with her appointment as Lead Independent Director and as a member of the Audit Committee, Ms. Rottenberg has stepped down from the Corporate Governance and Nominating Committee and her role as chair thereof.

 

Appointment of New Chair of Corporate Governance and Nominating Committee

 

On October 3, 2023, Mr. Francisco Álvarez-Demalde has been appointed as new Chair of the Corporate Governance and Nominating Committee, effective as from September 30, 2023.

 

 

Exhibits

 

Globant S.A. is furnishing under cover of Form 6-K the following:

 

Exhibit 99.1        Lead Independent Director Charter

 

Incorporation by Reference

 

The information contained in this report on Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-201602, 333-211835, 333-232022, 333-255113 and 333-266204), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

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, thereunto duly authorized.

 

	GLOBANT S.A.
	By:	/s/ PATRICIO PABLO ROJO
		Name: Patricio Pablo Rojo
		Title: General Counsel

 

Date: October 4, 2023

 

 

Exhibit 99.1

 

Lead Independent Director Charter

(as adopted on October 3, 2023)

 

This lead independent director (“LID”) charter (“Charter”) has been adopted by the Board of Directors (the “Board”) of Globant S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 173 727 (the “Company”). On an annual basis, the LID, in consultation with the independent directors, shall review this Charter and recommend any modifications or changes to the Board for approval.

 

For purposes of this Charter, “independent” means meeting the requirements for independent directors under New York Stock Exchange Listed Company Manual Rule 303A.02 and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

 

Purpose

 

In circumstances where the chairman of the Board (the “Chairman”) of the Company is not independent, the members of the Board may resolve to appoint from among the independent directors a LID. The LID shall serve in a lead capacity to coordinate the activities of the independent directors and to perform such other duties and responsibilities as the Board may determine.

 

Qualifications, Appointment, Removal and Compensation

 

1.   Qualifications. The LID shall be selected among the independent directors members of the Board and shall have to remain independent throughout his or her service as LID.

 

2.   Appointment and Removal. The LID shall be appointed annually, and in no event less frequently than every fifteen months, by a majority vote of the members of the Board and may be re-elected indefinitely. Although elected annually, the LID is generally expected to serve until the LID’s successor is duly elected and qualified or until such LID’s earlier resignation or removal or such time as he or she is no longer an independent member of the Board. The LID may be removed, with or without cause, by a majority vote of the members of the Board.

 

3.   Compensation. The Compensation Committee of the Board shall determine if additional payment for the LID for his or her services as such is justified and, if applicable, shall make the respective recommendation to the general meeting of shareholders as to the proposed level of such compensation.

 

 

Responsibilities & Powers

 

The LID will maintain free and open communication with the management of the Company. This communication shall include regularly scheduled sessions with the CEO and other members of the senior leadership. The LID has the following additional roles, powers, and responsibilities:

 

1.

Consult and agree with the Chairman as to an appropriate frequency and schedule of Board and Board committees meetings, seeking to ensure that the independent directors can perform their duties responsibly;

 

2.

Advise the Chairman regarding the agendas for the Board meetings, assuring there is sufficient time for discussion of all agenda items;

 

3.

Coordinate and preside over all meetings of the Board at which the Chairman is not present and over all meetings and executive sessions of the independent directors;

 

4.

Advise the Chairman as to the quality, quantity, and timeliness of the information submitted by the management and sent to the Board and the Board Committees;

 

5.

Provide feedback from the meetings and executive sessions of the independent directors to the Chairman and other senior management;

 

6.

Advise the Board and the Board committees on the retention of outside advisors and consultants who report directly to the Board and the Board Committees;

 

7.

Serve as the principal liaison between the independent directors and the Chairman/CEO, and the senior management;

 

8.

Ensure that he or she is available for consultation and direct communication if requested by major shareholders and deemed appropriate by the Board;

 

9.

Respond, as appropriate, to shareholders’ questions and comments that are directed to the LID or to the independent directors as a group, with such consultation with the Chairman and other directors as he or she may deem appropriate;

 

10.

Advise the Corporate Governance and Nominating Committee and the Chairman on the membership of Board committees and selection of Board committee Chairs;

 

11.

Serve a key role in the Board’s annual self-assessment and recommendations for improvement;

 

12.

Act as a key advisor to the Chairman/CEO on a wide variety of Company matters; and

 

13.

Perform such other duties as delegated from time to time by the Board.

 

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