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): March 2, 2016
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | 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 . |
2015 Incentive Plan Payouts
On March 2, 2016, the Compensation Committee of the Board of Directors of Qumu Corporation (the “Company”) approved, and the Board of Directors of the Company ratified, determinations of the Company’s 2015 performance and cash incentive pay under the Company’s 2015 cash incentive compensation plan adopted by the Compensation Committee on February 18, 2015 (the “2015 Incentive Plan”) to the Company’s executive officers: Vern Hanzlik, President and Chief Executive Officer, and Peter J. Goepfrich, Chief Financial Officer.
As previously reported, the 2015 Incentive Plan requires that the Company first achieve minimum revenue, year-end cash balance, and gross margin as a percentage of sales for 2015 in order for the executive officers to be eligible to earn cash incentive pay under the 2015 Incentive Plan. Because none of these minimum amounts were achieved for 2015, the executive officers are not eligible to earn cash incentive pay under the 2015 Incentive Plan. As was negotiated with Mr. Goepfrich at the time he joined the Company as its Chief Financial Officer and memorialized in the Company’s offer letter to him dated April 27, 2015, Mr. Goepfrich will receive $75,000 as a minimum payout under the 2015 Incentive Plan.
Independent Director Awards at 2016 Annual Meeting
Under the Company’s Second Amended and Restated 2007 Plan (the “2007 Plan”), the Compensation Committee is authorized to determine the equity award to be granted to each non-employee director elected or re-elected to the Board of Directors at each annual meeting of shareholders. On March 2, 2016, the Compensation Committee determined that each non-employee director elected or re-elected at the Company’s 2016 Annual Meeting of Shareholders will receive an award of restricted stock units (RSUs) with the number of RSUs based upon the same formula as was used for the 2015 Annual Meeting of Shareholders. The vesting, deferral and other terms of the RSU awards also will be the same as prior year RSU awards under the 2007 Plan. There were no changes to the cash compensation to non-employees directors.
| ITEM 5.03 |
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR. |
Effective March 2, 2016, the Board of Directors of the Company approved amendments to the Company’s Amended and Restated Bylaws, as amended, to allow for virtual shareholder meetings. The foregoing description of the amendments is qualified in its entirety by reference to the complete text of the amendments to the Company’s Amended and Restated Bylaws, as amended, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| Exhibit No. | Description | |
| 3.1 | Amendments effective March 2, 2016 to Amended and Restated Bylaws, as amended, of Qumu Corporation |
| 2 |
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/ Peter J. Goepfrich | |
|
Peter J. Goepfrich
Chief Financial Officer |
||
Date: March 2, 2016
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EXHIBIT 3.1
AMENDMENTS EFFECTIVE MARCH 2, 2016
TO
AMENDED AND RESTATED BYLAWS
OF
QUMU CORPORATION
The following amendments are made to the Amended and Restated Bylaws, as amended (the “Bylaws”) of Qumu Corporation (the “corporation”), pursuant to resolutions adopted by the corporation’s board of directors at a meeting held on March 2, 2016:
1. Article II, Section 2.01 the Bylaws is hereby amended in its entirety to read as follows.
Section 2.01. Place and Time of Meetings . Except as provided otherwise by the Minnesota Business Corporation Act, meetings of the shareholders may be held at any place, within or without the state of Minnesota, as may from time to time be designated by the directors and, in the absence of such designation, shall be held at the registered office of the corporation in the state of Minnesota. The directors shall designate the time of day for each meeting and, in the absence of such designation, every meeting of shareholders shall be held at ten o’clock a.m.
The board of directors may determine that shareholders not physically present in person or by proxy at a shareholder meeting may, by means of remote communication, participate in a regular or special shareholder meeting held at a designated place. The board of directors also may determine that a regular or special meeting of the shareholders shall not be held at a physical place, but instead solely by means of remote communication. Participation by remote communication constitutes presence at the meeting.
2. Article II, Section 2.07 the Bylaws is hereby amended in its entirety to read as follows:
Section 2.07. Notice of Meetings . There shall be mailed to each shareholder, shown by the books of the corporation to be a holder of record of voting shares, at his address as shown by the books of the corporation, a notice setting out the time and place of or remote manner of communication determined by the board for each regular meeting and each special meeting, except (unless otherwise provided in section 2.04 hereof) where the meeting is an adjourned meeting and the date, time and place or remote manner of communication determined by the board for the meeting were announced at the time of adjournment, which notice shall be mailed at least five days prior thereto (unless otherwise provided in section 2.04 hereof); except that notice of a meeting at which a plan of merger or exchange is to be considered shall be mailed to all shareholders of record, whether entitled to vote or not, at least fourteen days prior thereto. Every notice of any special meeting called pursuant to section 2.03 hereof shall state the purpose or purposes for which the meeting has been called, and the business transacted at all special meetings shall be confined to the purposes stated in the notice. The written notice of any meeting at which a plan of merger or exchange is to be considered shall so state such as a purpose of the meeting. A copy or short description of the plan of merger or exchange shall be included in or enclosed with such notice.
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Notice may be given to a shareholder by means of electronic communication if the requirements of the Minnesota Business Corporation Act (the “MBCA”), including Section 302A.436, subdivision 5, as amended from time to time, are met. Notice to a shareholder is also effectively given if the notice is addressed to the shareholder or a group of shareholders in a manner permitted by the rules and regulations under the Securities Exchange Act of 1934, as amended, so long as the corporation has first received the written or implied consent required by those rules and regulations.
3. Article II, Section 2.08 the Bylaws is hereby amended in its entirety to read as follows.
Section 2.08. Waiver of Notice . Notice of any regular or special meeting may be waived by any shareholder either before, at or after such meeting and may be given in writing, orally, by authenticated electronic communication, or by attendance. A shareholder, by his attendance at any meeting of shareholders, including attendance by means of remote communication, shall be deemed to have waived notice of such meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.
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