Five9, Inc. 8-K

What Happened
Five9 filed an 8‑K reporting an Amended and Restated Employment Transition Agreement (effective January 20, 2026) in connection with Amit Mathradas being appointed CEO effective February 2, 2026. Current CEO Michael Burkland will remain CEO until the CEO transition date, continue as a director and Chairman through his current term (ending at the 2026 annual meeting), will not stand for re‑election, and will provide consulting services for one year after the 2026 annual meeting.

Key Details

• A&R Transition Agreement effective January 20, 2026; Mathradas becomes CEO on February 2, 2026.
• Burkland’s current base salary continues at $585,000 (prorated for the remaining CEO Period).
• Burkland remains eligible for: 2025 and prorated 2026 executive bonuses (subject to Committee targets), continued vesting of outstanding RSUs/PRSUs, and certain health/welfare benefits. No new equity awards will be granted during the CEO, Board, or Consulting Periods.
• Upon Burkland’s transition off the board, the Board size and number of Class III directors will be reduced by one; the Board intends to appoint an independent Chair by the 2026 annual meeting.
• Burkland’s consulting compensation will be paid hourly under a separate Independent Contractor Agreement to be entered on the date of the 2026 annual meeting; continued Board/consulting payments are contingent on signing standard releases.

Why It Matters
This filing confirms a planned, orderly CEO transition with continuity measures (salary, bonus eligibility, continued equity vesting and a consulting period) intended to preserve leadership stability. Investors should note governance changes (Board size reduction and planned independent Chair) and that Burkland will not receive new equity awards during the transition. The agreement also preserves acceleration protections for vested awards at a change in control, which could be relevant in the event of a transaction.