Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Talbott Roche as a Director of Gen On October 6, 2026, the Board appointed Talbott Roche to serve as a member of the Board effective immediately. In connection with her appointment, the Board determined that Ms.…
Filed Oct 9, 2026Accepted Oct 9, 2026, 4:05 PM EDTCIK 849399Accession 0000849399-26-000079
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Talbott Roche as a Director of Gen
On October 6, 2026, the Board appointed Talbott Roche to serve as a member of the Board effective immediately. In connection with her appointment, the Board determined that Ms. Roche is “independent” under the applicable listing standards of The Nasdaq Stock Market LLC. It has not yet been determined on which Board committees, if any, Ms. Roche will serve.
Ms. Roche will receive a pro-rated portion of the annual cash retainer and the full annual equity retainer that is part of the standard compensation received by the Company’s non-employee directors for service on the Board, as previously disclosed in the Company’s proxy statement that was filed on July 28, 2026. In addition, Ms. Roche will enter into the Company’s standard form of indemnification agreement, which provides for indemnification of directors to the fullest extent allowed by Delaware law.
Ms. Roche has served as Chief Executive Officer and a member of the board of directors of Blackhawk Network Holdings, Inc., a leading prepaid payment company, since 2016, and as President since 2010. As President and CEO, she has led the company through multiple acquisitions, as well as its take private transaction in 2018, expanded the business into B2B and supported Blackhawk's global growth. Prior to Blackhawk Network, Ms. Roche served as Branding Consultant and Director of New Business Development for Landor Associates, a marketing consulting firm, and held executive positions at News Corporation, a global media company.
Ms. Roche previously sat on the board of directors of the public company, Electronic Arts Inc. (NASDAQ: EA), a global leader in digital interactive entertainment, from 2016 until August 4, 2026. Ms. Roche holds a B.A. in economics from Stanford University.
The Board believes Ms. Roche’s qualifications to sit on our Board of Directors include her extensive operational and senior leadership experience scaling a global, digital-first business, as well as significant experience in corporate governance, risk management, compensation program design, and investor engagement as the Chief Executive Officer of a global organization, including during Blackhawk Network Holdings’ time as a public company.
There are no arrangements or understandings between Ms. Roche and any other persons pursuant to which she was selected as a director. Ms. Roche has no family relationships with any of the Company’s directors or executive officers and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure
A copy of the Company’s press release announcing Ms. Roche's appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and 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 of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.