UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2014
Mandalay Digital Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-10039 | 22-2267658 | ||
|
(State or Other Jurisdiction of Incorporation) |
Commission File Number |
(IRS Employer Identification No.) |
|
2811 Cahuenga Blvd West Los Angeles, CA |
90068 |
|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (323) 472-5461
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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
As disclosed in our Current Report on Form 8-K dated February 19, 2014, on February 12, 2014 Mandalay Digital Group, Inc. (the “Company”) adopted a Board Member Equity Ownership and Retention Policy (the “Policy”). The Policy, which is administered by the independent Compensation Committee of the Board and can be amended by such committee, requires each non-management board member to acquire shares of the Company having a value equal to three times his or her annual cash retainer within five years, and requires any employee director to acquire shares of the Company having a value equal to three times his or her annual salary within five years. The Policy does not affect the vesting restrictions on any equity awards but supersedes any post-vesting lock-up that is currently applicable to any person covered by the Policy.
On June 20, 2014, the Company amended the Policy to add the Company’s Chief Operating Officer, Mr. William Stone, to the Policy, requiring him to acquire shares of the Company having a value equal to two times his annual salary within five years, making him subject to its other requirements, and, as with other persons covered by the Policy, superseding any post-vesting lock-ups applicable to him that were in effect as of the effective date of the Policy under his employment and/or restricted stock agreements, such that those lock-ups will not apply beyond the adoption date of the Policy.
The foregoing description of the Policy, as amended, does not purport to be complete and is qualified in its entirety by reference to the Policy, as amended, a copy of which is appended hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Exhibits. |
(d) Exhibits
Item 9.01 Exhibits
| 99.1 | Amended Board Member Equity Ownership Policy |
SIGNATURES
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.
| Mandalay Digital Group, Inc. | ||
| Dated: June 25, 2014 | By: |
/s/ Jeffrey Klausner |
| Jeffrey Klausner | ||
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Amended Board Member Equity Ownership Policy |
EXHIBIT 99.1
EXHIBIT A
AMENDED PLAN
(As
Amended On June 20, 2014; Amendments Indicated by Underlining and Deletion Notations)
The Board of Directors (the “Board”) of Mandalay Digital Group, Inc. (the “Company”) has determined that to further align the long-term interests of the Company’s stockholders and its directors, it is in the best interest of the Company to require its directors to maintain significant ownership in the Company’s common stock. As a result of such determination, the Board has adopted this Board Member Equity Ownership and Retention Policy to provide for an appropriate level of equity ownership.
|
Executive Officer Guidelines |
Non-Employee Director
Guidelines |
Other | |||
|
● CEO, Employee Directors – 3X annual salary; 5 years to satisfy.
● COO ---2X annual salary; 5 years to satisfy
|
· | Non-Employee Directors – 3X annual cash retainer; 5 years to satisfy. | · | Unvested restricted stock or restricted stock units and unvested stock options will not be considered when determining an individual’s stock ownership. | |
| · | Vested but unexercised stock options will be treated as equivalent to one-half (0.5) share. | ||||
Calculation for CEO and COO: The individual guideline is initially calculated using the CEO or COO base salary as of the date first appointed. This guideline level is then recalculated at: (a) the date on which the pay grade changes, and (b) each January 1st immediately following the third anniversary of the most recent calculation of the guideline level.
Example. A person is appointed an executive officer on June 30, 2005. The executive officer changes pay grade on March 1, 2010. The executive officer’s guideline would be initially determined on June 30, 2005 (the date such person was first appointed as an executive officer), and recalculated as of January 1, 2009 (the third anniversary following the initial calculation of the guideline level), March 1, 2010 (the date on which the executive officer’s pay grade changed), and January 1, 2014 (the third anniversary following the recalculation of the guideline level).
Hardship Exceptions:
There may be rare instances in which compliance with this ownership policy would place a severe hardship on an individual or would prevent an individual from complying with a court order, such as in the case of a divorce settlement. In these instances, the Compensation Committee will evaluate whether exceptions from this ownership policy should be made. If an exception is granted in whole or in part, the Compensation Committee will, in consultation with the individual, develop an alternative stock ownership plan that reflects both the intention of this ownership policy and the individual’s particular circumstances. Any such granted exception and alternative stock ownership plan shall be deemed to be consistent with this ownership policy and shall not be deemed a waiver.
Failure to Meet Ownership Requirement:
Failure to meet or show sustained progress toward meeting the ownership requirements set forth in this ownership policy may result in a reduction in future long term incentive grants and/or the requirement to retain all stock obtained through the vesting or exercise of equity grants.
Effect on Existing Agreements:
Subject to the consent of the persons affected, this policy is intended to supersede and deem inapplicable any post-vesting lock-up (i.e., an agreement to not sell or dispose of company stock for a period of time after the vesting thereof) contained in any contract in effect on the Effective Date (but not any future agreement) between the company and a person covered by this policy. For avoidance of doubt, any lock-up with third parties, such as underwriters, or those imposed by law, such as securities law restrictions, are not affected.
Amendment:
The Compensation Committee may amend this ownership policy at any time and from time to time in their sole discretion.
Effective Date of Ownership Policy: February 12, 2014, as amended