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): June 6, 2016
____________________
ELLIE MAE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

001-35140
(Commission File Number)
94-3288780
(IRS Employer Identification Number)

4420 Rosewood Drive, Suite 500
Pleasanton, California 94588
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (925) 227-7000
____________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 8.01     Other Events

This Current Report on Form 8-K is being filed to report amendments to Ellie Mae, Inc.’s (the “ Company ”) non-employee director equity compensation policy (the “ Amended Non-Employee Director Compensation Policy ”).

Under the Amended Non-Employee Director Compensation Policy, any newly elected or appointed non-employee director is entitled to receive an award of restricted stock units with a market value of approximately $150,000 based on the average closing price of our common stock over the thirty trading days prior to the date of grant (the “ Initial Grant ”), and a pro-rata portion of the Annual Grant (defined below) based on when a director joins the Board relative to the date of the previous year’s annual meeting, upon initial election or appointment to the Board (the “ Pro-rata Grant ”). In addition, our non-employee directors are entitled to automatically receive immediately after each annual meeting of stockholders, a restricted stock unit award with a market value of approximately $200,000 based on the average closing price of our common stock over the thirty trading days prior to the date of grant (the “ Annual Grant ”). The Initial Grant will vest in three equal installments on each anniversary of the date of grant, the Pro-rata Grant will vest in full on the date of the following annual meeting of stockholders, and the Annual Grant will vest in full on the first anniversary of each applicable date of grant.

Additionally, at a meeting of the Company’s Board of Directors (the “ Board ”) on May 25 , 2016, the Company’s Compensation Committee recommended, and the Board approved, adjustments to the annual committee fees paid to the members of the Technology and Cybersecurity Committee. The adjustments are as follows: payable quarterly in arrears and prorated for partial service in a quarter each member of the Technology and Cybersecurity Committee will receive annual cash fees of $7,200 and the chair of the committee will receive annual cash fees of $12,000.

The foregoing description of the terms of the Amended Non-Employee Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the Amended Non-Employee Director Compensation Policy, which is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01.     Financial Statements and Exhibits
(d) Exhibits
Exhibit No.          Exhibit Description
10.1             Non-Employee Director Equity Compensation Policy.





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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 6, 2016
ELLIE MAE, INC.
 
 
 
By: /s/ Edgar A. Luce
 
Name: Edgar A. Luce
 
Title: EVP and Chief Financial Officer

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EXHIBIT INDEX
Exhibit No.
 
Exhibit Description
 
 
 
10.1
 
Non-Employee Director Equity Compensation Policy.

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Exhibit 10.1
ELLIE MAE, INC.

Non-Employee Director Equity Compensation Policy

Amended November 11, 2015

1. General . This Non-Employee Director Equity Compensation Policy (the “ Policy ”) is adopted by the Board of Directors (the “ Board ”) in accordance with Section 12 of the Ellie Mae, Inc. 2011 Equity Incentive Award Plan (as amended from time to time, the “ Plan ”). Capitalized but undefined terms used herein shall have the meanings provided for in the Plan.
2.     Board Authority . Pursuant to Section 12 of the Plan, the Board may adopt a written policy for the grant of Awards under the Plan to Non-Employee Directors, which policy is to specify, with respect to any such Awards, the type of Award(s) to be granted Non-Employee Directors, the number of shares of Common Stock (“ Shares ”) to be subject to such Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other terms and conditions as the Board determines in its discretion.
3.     Initial Equity Grants to Non-Employee Directors . Each person who is initially elected to the Board as a Non-Employee Director shall be eligible to be granted, on or following the date of such initial election the following Awards:
(i)     Initial Restricted Stock Units . Such Non-Employee Director shall be granted a number of Restricted Stock Units equal to (x) one hundred and fifty thousand dollars ($150,000), divided by (y) the volume-weighted average closing trading price for a Share for the thirty (30) trading days prior to the date of such Non-Employee Director’s offer letter, rounded down to the nearest whole number of Shares (subject to adjustment as provided in Section 14.2 of the Plan) (“ Initial Director RSUs ”). Notwithstanding the foregoing, members of the Board who are employees of the Company and who subsequently terminate employment with the Company and remain members of the Board shall not receive a grant of Initial Director RSUs.
(ii)     Pro Rata Annual RSU Grant . Such Non-Employee Director shall also receive an additional number of Restricted Stock Units equal to (x) two hundred thousand dollars ($200,000) divided by the volume-weighted average closing trading price for a Share for the thirty (30) trading days prior to the date of grant, multiplied by (y) the Pro Rata Fraction (“ Pro Rata Annual RSUs ”), subject to adjustment as provided in Section 14.2 of the Plan.  For purposes of the Policy, the term “Pro Rata Fraction” means a fraction the numerator of which is the number of days between the date the Non-Employee Director joined the Board and the first (1 st ) anniversary of the immediately preceding annual meeting of stockholders, inclusive, and the denominator of which is three hundred and sixty five (365) days.


Members of the Board who are employees of the Company and who subsequently terminate employment with the Company and remain on the Board, to the extent that they are otherwise eligible, shall receive, after termination of employment with the Company, Pro Rata Annual RSUs pursuant to this Section 3 (with the date of his or her initial election to the Board deemed to be for the purpose of this Section 3 the date of their termination of employment).
4.     Subsequent RSU Grants to Non-Employee Directors . Each person who is a Non-Employee Director immediately following an annual meeting of stockholders shall be granted, automatically and without necessity of any action by the Board or any committee thereof, on the date of such annual meeting a number of Restricted Stock Units equal to two hundred thousand dollars ($200,000) divided by the volume-weighted average closing trading price for a Share for the thirty (30) trading days prior to the date of grant (“ Annual Director RSUs ”) (subject to adjustment as provided in Section 14.2 of the Plan). Members of the Board who are employees of the Company and who subsequently terminate employment with the Company and remain on the Board, to the extent that they are otherwise eligible, shall receive, after termination of employment with the Company, Annual Director RSUs pursuant to this Section 4 (so long as they are not an employee as of the date of the annual meeting of stockholders).
5.     Terms of RSUs Granted to Non-Employee Directors . Each award of Initial Director RSUs shall vest and the Shares subject thereto distributed based upon a Non-Employee Director’s continued service to the Company as follows: 1/3rd of the Shares subject to the Award of Initial Director RSUs shall vest on each anniversary of the date of grant of such Award of Initial Director RSUs, such that the Initial Director RSUs shall be one hundred percent (100%) vested on the third (3 rd ) anniversary of the date of grant of such Initial Director RSUs. Each award of Pro Rata Annual Director RSUs shall vest and the Shares subject thereto distributed based upon a Non-Employee Director’s continued service to the Company as follows: 100% of the Shares subject to the Award of Annual Director RSUs shall vest on the first (1 st ) anniversary of the immediately preceding annual meeting of stockholders. Each award of Annual Director RSUs shall vest and the Shares subject thereto distributed based upon a Non-Employee Director’s continued service to the Company as follows: 100% of the Shares subject to the award of Annual Director RSUs shall vest on the first (1 st ) anniversary of the date of grant of such Annual Director RSUs.
6.     Effect of Acquisition . Upon a Change in Control of the Company, all Restricted Stock Units and other equity awards with respect to the Common Stock that are held by a Non-Employee Director shall become fully vested and/or exercisable.
7.     Effect of Other Plan Provisions . The other provisions of the Plan shall apply to the Awards granted automatically pursuant to this Policy, except to the extent such other provisions are inconsistent with this Policy.
8.     Incorporation of the Plan . All applicable terms of the Plan apply to this Policy as if fully set forth herein, and all grants of Awards hereby are subject in all respect to the terms of such Plan.


9.     Written Grant Agreement . The grant of any Award under this Policy shall be made solely by and subject to the terms set forth in a written agreement in a form to be approved by the Board and duly executed by an executive officer of the Company.
10.     Policy Subject to Amendment, Modification and Termination . This Policy may be amended, modified or terminated by the Board in the future at its sole discretion. No Non-Employee Director shall have any rights hereunder unless and until an Award is actually granted. Without limiting the generality of the foregoing, the Board hereby expressly reserves the authority to terminate this Policy during any year up and until the election of directors at a given annual meeting of stockholders.
11.     Effectiveness . This amended policy shall become effective as of November 11, 2015.
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