U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
 
Filed by a Party other than the Registrant ☐
 
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to Rule 14a-12
 
Duck Creek Technologies, Inc.
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of filing fee (Check the appropriate box):
 
No fee required.
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
     
(2)
Aggregate number of securities to which transaction applies:
     
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
(4)
Proposed maximum aggregate value of transaction:
     
(5)
Total fee paid:
     
 
Fee paid previously with preliminary materials
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount previously paid:
     
(2)
Form, schedule or registration statement no.:
     
(3)
Filing party:
     
(4)
Date filed:
     
 

Duck Creek Technologies, Inc.
22 Boston Wharf Road, Floor 10
Boston, MA 02210
 

SUPPLEMENT TO PROXY STATEMENT
 
FOR THE ANNUAL MEETING OF STOCKHOLDERS
 
TO BE HELD ON FEBRUARY 22, 2022
 


This proxy statement supplement, dated January 20, 2022 (this “Supplement”), supplements the proxy statement, dated December 28, 2021 (the “Proxy Statement”), in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) with respect to the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Duck Creek Technologies, Inc., a Delaware corporation (the “Company”), to be held on Tuesday, February 22, 2022. The primary purpose of this Supplement is to provide information relating to the resignation of a member of the Board and should be read in conjunction with the Proxy Statement.

Director Resignation

As previously disclosed, on January 19, 2022, Charles Moran resigned, effective immediately, from the Board. Accordingly, Mr. Moran also no longer serves as a member of the Nominating and Corporate Governance Committee or as the chair of the Compensation Committee. While Mr. Moran was still eligible to serve on the Board and has made valuable contributions, the Board accepted Mr. Moran’s resignation due to a familial relationship with an officer of the Company, as described in the Proxy Statement. Mr. Moran’s resignation is not the result of any disagreement with the Company.

The Company entered into a consulting agreement, dated as of January 19, 2022, with Mr. Moran in connection with his resignation. Pursuant to this agreement, Mr. Moran will provide periodic consulting services to the Company through December 31, 2022 for a cash fee that will not exceed $120,000 and equity awards previously granted to him will continue to vest under the Company’s equity incentive plan.

Following the resignation of Mr. Moran, the Board size has been reduced to eight members. Accordingly, William Bloom, Kathy Crusco, Julie Dodd and Francis Pelzer (half of the remaining eight directors) are independent directors, and the Company has undertaken a search to identify a new independent director. In addition, the Board appointed Ms. Crusco as the chair of the Compensation Committee, effective January 19, 2022.

For detailed information regarding the composition of our Board and its committees, as well as other corporate governance policies, please refer to the Proxy Statement.