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): December 15, 2017
 
 
 
Qumu Corporation  
(Exact name of Registrant as Specified in its Charter)
 
 
Minnesota
 
(State Or Other Jurisdiction Of Incorporation)
 
 
 
000-20728
 
41-1577970
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
510 1st Avenue North, Suite 305
 
 
Minneapolis, MN
 
55403
(Address Of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
(612) 638-9100
 
Registrant’s Telephone Number, Including Area Code
 
 
 

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):
 
 
o
Written communications pursuant to Rule 425 under the Securities Act
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
 




Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS .

On December 15, 2017, Qumu Corporation (the “Company”) and David G. Ristow entered into a letter agreement (the “offer letter”) pursuant to which Mr. Ristow agreed to accept the Company’s offer of employment to serve as the Company’s Chief Financial Officer on a non-interim basis. Mr. Ristow has served as the Company’s Interim Chief Financial Officer since November 7, 2017. The Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors approved, the compensation to Mr. Ristow under the offer letter.

On December 18, 2017, the Company announced Mr. Ristow’s appointment as Chief Financial Officer by the press release attached hereto as Exhibit 99.1.

Under the terms of the offer letter, Mr. Ristow’s annual base salary will be $275,000, payable according to the Company’s regular payroll practices. Mr. Ristow will be eligible to participate in the Company’s short-term incentive plan for 2018 (the “2018 Incentive Plan”) and eligible for incentive compensation with a value of 40% of his base salary at the target level, with the form of compensation determined by the Company’s Compensation Committee and actual incentive compensation based on the Company’s achievement of the 2018 Incentive Plan performance goals as determined by the Company’s Compensation Committee. Mr. Ristow will also participate in the Company’s 401(k) plan and health, dental, disability and life insurance and other benefit plans on the same basis as other employees of the Company.

Pursuant to the offer letter, Mr. Ristow will be granted a seven year non-qualified stock option to purchase 150,000 shares of the Company’s common stock and an award of 30,000 shares of restricted stock. The option will have an exercise price equal to the fair market value of the Company’s common stock as of the grant date and vest with respect to 25% of the shares underlying the option on the first four anniversaries of the hire date. The restrictions on the restricted stock award will lapse with respect to 25% of the shares underlying the option on the first four anniversaries of the hire date. The stock option award and restricted stock award will be granted under the Company’s Second Amended and Restated 2007 Stock Incentive Plan and be subject to a form of stock option agreement and restricted stock award agreement consistent therewith. In accordance with the Company’s Policy Regarding the Granting of Equity-Based Compensation Awards, the grant date for the equity awards to Mr. Ristow will be the first day of the next open window period.

Also on December 15, 2017, Mr. Ristow entered into the Company’s current form of letter agreement relating to severance and change of control benefits (the “letter agreement”) in substantially the form attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and summarized therein. The Company’s entry into the letter agreement with Mr. Ristow was also recommended by the Compensation Committee and also approved by the Board of Directors. Except with respect to this letter agreement, Mr. Ristow’s employment with the Company is “at will.” Mr. Ristow also entered into the Company’s standard agreement with employees governing assignment of inventions, confidential information and non-competition.

The foregoing summary of the offer letter and the letter agreement do not purport to be complete and are subject to and qualified in their respective entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02, and the letter agreement, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and is incorporated by reference into this Item 5.02.
ITEM 9.01      FINANCIAL STATEMENTS AND EXHIBITS.




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, thereunto duly authorized.
 
 
 
 
QUMU CORPORATION
 
 
 
 
By:
/s/ Vern Hanzlik
 
 
Vern Hanzlik
 
 
President and Chief Executive Officer
 
 
 
Date: December 18, 2017
 
 




EXHIBIT 10.1
IMAGE02.GIF


Qumu Corporation
510 1st Avenue North, Suite 305
Minneapolis, MN 55403

December 15, 2017


David G. Ristow
[address]
[address]

Dear Dave,
On behalf of Qumu Corporation, I am pleased to offer you the position of Chief Financial Officer (CFO). In this position, you will serve as Qumu’s principal financial officer and principal accounting officer as those terms are defined under the rules of the Securities and Exchange Commission. Below is a summary of information related to this full time offer of employment. Your hire date is the date of this letter.

You will report to Qumu’s Chief Executive Officer.

Base Salary
In this position your annual base salary will be $275,000, to be paid per Qumu’s current payroll cycle, subject to regular withholdings. The statement of annual salary does not imply a guarantee of employment for any specific length of time.

Letter Agreement
As an executive officer of Qumu, Qumu is willing to enter into an agreement with you relating to severance and change in control benefits (the “Letter Agreement”), a copy of which is attached to this offer letter. Neither this offer letter nor the Letter Agreement is an agreement for a term of employment. Your employment is “at will” and may be terminated by you or Qumu at any time with or without cause, subject to the benefits of the Letter Agreement. There are no express or implied agreements to the contrary.

Short-Term Incentive Plan
You will be eligible to participate in Qumu’s annual short-term incentive plan beginning in 2018. The design of the 2018 Incentive Plan and performance goals under the 2018 Incentive Plan will be determined by Qumu’s Compensation Committee. The 2018 Incentive Plan will provide for incentive compensation in the form of cash, equity awards (including performance based equity awards) or other compensation as determined by the Compensation Committee.


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Under the 2018 Incentive Plan, you will be eligible for incentive compensation with a value of 40% of your base salary at the target level. The actual incentive compensation to you based on Qumu’s achievement of the 2018 Incentive Plan performance goals as determined by the Qumu Compensation Committee.

All incentive compensation under the 2018 Incentive Plan will be paid in the first quarter of 2019. Like other executive officer participants in the 2018 Incentive Plan, you must be employed by Qumu as of December 31, 2018 and as of the payment date, which is expected to be in March 2019, in order to receive a payout under the 2018 Incentive Plan unless termination of employment is due to death, disability or follows a “change in control” as provided in the Letter Agreement. Additionally, all incentive compensation under the 2018 Incentive Plan is subject to “clawback” to the extent required by federal law and Qumu’s Second Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”).

Stock Options and Restricted Stock Awards
You will be granted on your first day of employment a seven year non-qualified stock option for 150,000 shares of Qumu common stock.  The option will have an exercise price of the fair market value of our common stock on the date of grant and vest in equal annual installments over a four year period. The option will be granted under the 2007 Plan and the Company’s standard form of non-qualified option agreement that will be provided to you following the grant date.

You will be granted on your first day of employment a restricted stock award for 30,000 shares of Qumu common stock. The restrictions on the restricted stock will lapse in equal annual installments over a four year period. The restricted stock award will be granted under the 2007 Plan and the Company’s standard form of restricted stock award agreement that will be provided to you following the grant date.

Benefits
Qumu offers health, dental, Company sponsored Life and accidental death and dismemberment insurance, voluntary life insurance, as well as long and short term disability insurance. Additional benefits are available as outlined in the employee handbook. You are eligible to participate in Qumu’s benefit plans the first of the month following your hire date.

You are also eligible for vacation, sick time and holidays. Upon your hire date, you will be granted four weeks (20 days) of vacation. Your accrual rate will follow a schedule that will be provided to you on your hire date.

Qumu offers a 401(k) plan. You may begin making contributions to the 401(k) plan the first of the month following your hire date.

A detailed benefit summary will be provided to you upon your hire date.


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No Conflicts
By signing below, you confirm that you do not have any type of written or oral non-competition agreement or any other agreement that would prevent you from accepting or performing services for Qumu Corporation.

Conditions of Employment/Required Documents
As a condition of employment, you are required to sign a Qumu Corporation Employee Nondisclosure and Noncompetition Agreement (copy attached).

As a condition of your employment, you must provide proof of your eligibility to work in the United States upon your start of employment in accordance with federal law.
This offer letter, along with the foregoing Employee Nondisclosure and Noncompetition Agreement and the Letter Agreement, sets forth the terms of your employment with Qumu and supersedes any prior representations or agreements between us, whether written or oral. This letter may not be modified or amended except by a written agreement signed by the Chief Executive Officer and by you.

Expiration of Offer
This offer of employment will expire if not accepted by you by the close of business on Friday, December 15, 2017 . If you accept, please sign this offer letter and return it directly to Vern Hanzlik by that date.
Dave, on behalf of myself and the whole Board, we are excited to have you as part of our team on a permanent basis and we are excited for the contributions you will make to Qumu.

Sincerely,

/s/ Vern Hanzlik

Vern Hanzlik
Chief Executive Officer

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I accept the offer of employment with Qumu Corporation under the terms described in this letter. I sign this letter voluntarily and not in reliance on any promises other than those contained in or incorporated by reference in this letter.


/s/ David G. Ristow        
David G. Ristow

December 15, 2017                
Date


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EXHIBIT 99.1
IMAGE03.GIF





Qumu Names David Ristow as Chief Financial Officer


Minneapolis (December 18, 2017) – Qumu (NASDAQ: QUMU), a leading provider of enterprise video solutions to the Global 2000, has named David Ristow as the Company’s Chief Financial Officer effective December 15, 2017. Ristow has been Qumu’s Interim Chief Financial Officer since November 7, 2017.

“I’m excited about the depth of financial and operational experience that Dave brings to the executive team,” said Vern Hanzlik, President and CEO of Qumu. “Dave’s experience and leadership in software and professional services has already been felt within Qumu and we look forward to his future contributions.”

Ristow brings more than 20 years of experience in finance, accounting and SEC reporting, and he has served as CFO for multiple technology businesses. He has expertise in strategic planning, operations, stakeholder relations, internal controls and corporate governance. Dave is a veteran of the U.S. Marine Corps, an actively licensed CPA and a Chartered Global Management Accountant.

“For many years, Qumu has invested in developing its current proprietary platforms and offerings, which serve the world’s largest organizations,” said Ristow. “The business has tremendous opportunity, and I look forward to helping the company grow its customer footprint.”

Those interested in finding out more about Qumu may visit the Qumu website at www.qumu.com.

About Qumu Corporation

Qumu (NASDAQ: QUMU) integrates with the world’s largest companies, putting video to work for their digital workforce. Organizations use Qumu software to create, manage and share video—live streaming and on demand—turning video into an always-on resource and connecting thousands of stakeholders across a single enterprise.

Media Contact

Eric Rudolf
Vice President of Marketing
Qumu Corporation
Eric.Rudolf@qumu.com

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