Form 8-K - Current report

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): August 27, 2024

______________________

RINGCENTRAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36089	94-3322844
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Davis Drive, Belmont, CA 94002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 472-4100

(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 (see General Instruction A.2. below):

☐ 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

Class A Common Stock

RNG

New York Stock Exchange

par value $0.0001

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 August 27, 2024, Sonalee Parekh informed RingCentral, Inc. (the “Company”) of her intention to resign as the Company’s Chief Financial Officer and as the Company’s principal financial officer under Section 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), effective September 10, 2024, to accept a Chief Financial Officer role at a public company that is not a competitor, supplier, or customer of RingCentral. Ms. Parekh’s departure is not the result of any disagreement with the Company or its board of directors regarding its financial results, accounting principles, financial statement disclosures, or any matter relating to the Company’s operations, policies or practices. The Company has initiated a search to identify a successor that will include both internal and external candidates.

Item 7.01 Regulation FD Disclosure.

There are no changes to the Company’s outlook as previously issued in its Q2 earnings on August 1, 2024. A copy of the press release issued by the Company on September 3, 2024 announcing Ms. Parekh’s resignation and the Company’s expectations regarding its financial performance is attached hereto as Exhibit 99.1.

The information furnished under Item 7.01 on this Form 8-K, including Exhibit 99.1 attached hereto, 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.						Description

99.1						Press Release issued by RingCentral, Inc., dated September 3, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements,” including but not limited to, statements regarding our future financial results, our GAAP and non-GAAP guidance and changes to the Company’s leadership structure and the timing and benefits thereof. Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and in other filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

SIGNATURE

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.


	RINGCENTRAL, INC.
Date: September 3, 2024
	By:	/s/ John Marlow
	Name:	John Marlow
	Title:	Chief Administrative Officer and General Counsel

Exhibit 99.1

RingCentral Announces CFO Transition

Sonalee Parekh to Step Down as CFO effective September 10, 2024

No Change to Outlook

Belmont, Calif. – September 3, 2024 – RingCentral, Inc. (NYSE: RNG), a leading global provider of trusted AI communications for businesses of all sizes, today announced that Sonalee Parekh has resigned as Chief Financial Officer, effective September 10, to accept a Chief Financial Officer role at a public company that is not a competitor, supplier or customer to RingCentral. The Company has initiated a search to identify a successor that will include both internal and external candidates.

Vlad Shmunis, Founder, Chairman and CEO of RingCentral, said, “On behalf of the Board and our entire team, I want to thank Sonalee for her many contributions to RingCentral, particularly improved profitability and free cash flow. She has been a trusted partner, and we wish her all the best in her future endeavors.”

Parekh said, “I want to thank Vlad and the Board for the opportunity to serve in this role and am incredibly proud of what we’ve accomplished during my time here. It has been a privilege to be a part of the RingCentral team, and I am confident that the Company is well positioned for continued success.”

Parekh’s departure is not due to any disagreement with the Company or the Board regarding its financial results, accounting principles, practices or financial statement disclosures. There are no changes to the Company’s outlook as previously issued in its Q2 earnings on August 1, 2024.

About RingCentral

RingCentral is a leading provider of trusted AI communications, contact center, sales intelligence, video and hybrid event solutions. RingCentral empowers businesses with conversation intelligence and unlocks rich customer and employee interactions to provide insights and improved business outcomes. With decades of expertise in reliable and secure cloud communications, RingCentral has earned the trust of hundreds of thousands of customers and millions of users worldwide. Visit ringcentral.com to learn more.

Forward-Looking Statements

This press release contains “forward-looking statements,” including but not limited to, statements regarding our future financial results, our GAAP and non-GAAP guidance and changes to the Company’s leadership structure and the timing and benefits thereof. Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and in other filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this press release are based on information available to the Company as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

Contacts

Investor Relations Contact:

Will Wong, RingCentral

650-450-4826

ir@ringcentral.com

Media Contact:

Jennifer Caukin, RingCentral

650-561-6348

jennifer.caukin@ringcentral.com

Document and Entity Information Document	Aug. 27, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 27, 2024
Entity Registrant Name	RINGCENTRAL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36089
Entity Tax Identification Number	94-3322844
Entity Address, Address Line One	20 Davis Drive
Entity Address, City or Town	Belmont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94002
City Area Code	650
Local Phone Number	472-4100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	RNG
Security Exchange Name	NYSE
Entity Central Index Key	0001384905
Amendment Flag	false