ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

SOLARWINDS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-38711	81-0753267
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7171 Southwest Parkway

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (512) 682-9300

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	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	SWI	New York Stock Exchange

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 March 9, 2021, SolarWinds Corporation (the “Company”) entered into a Second Amendment to Employment Agreement (the “Second Amendment”) with Sudhakar Ramakrishna, which amended the Employment Agreement (the “Employment Agreement”) with Mr. Ramakrishna previously filed by the Company as an exhibit to its Current Report on Form 8-K filed on December 9, 2020, as amended by the amendment previously filed by the Company as an exhibit to its Current Report on Form 8-K filed on January 6, 2021. The Second Amendment, which was approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) on March 9, 2021, amended the Employment Agreement to provide that in lieu of the initial grant of $3.5 million in the form of performance stock units to be made to Mr. Ramakrishna pursuant to the Employment Agreement, Mr. Ramakrishna shall receive a grant of $7 million in the form of restricted stock units (“RSUs”), which grant was made by the Compensation Committee on March 9, 2021. The RSUs will vest 25% on February 15, 2022 and 6.25% in each quarter thereafter.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 9.01		Financial Statements and Exhibits.
(d)	Exhibits.


Exhibit Number						Description

10.1						Second Amendment to Employment Agreement, dated March 9, 2021, between SolarWinds Corporation and Sudhakar Ramakrishna
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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.


			SOLARWINDS CORPORATION

Dated:	March 11, 2021	By:	/s/ J. Barton Kalsu
			J. Barton Kalsu
			Chief Financial Officer