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: November 14, 2016
(Date of earliest event reported)
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001‑33368 |
91‑2143667 |
(Commission File Number) |
(IRS Employer Identification No.) |
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500 Howard Street, Suite 300 |
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San Francisco, California |
94105 |
(Address of Principal Executive Offices) |
(Zip Code) |
(415) 800‑6100
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report.)
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) Amendment to Compensatory Plan
On November 14, 2016, the Compensation Committee of the Board of Directors (the “ Board ”) of Glu Mobile Inc. (the “ Company ”) amended the Glu Mobile Inc. 2008 Equity Inducement Plan (the “ Inducement Plan ”) to increase the number of shares available for grant thereunder by 6,000,000 shares and to increase in the maximum allowable term of stock options granted pursuant to the Inducement Plan from six to ten years. The Company may only grant nonqualified stock options and restricted stock units under the Inducement Plan and may only grant awards under the Inducement Plan to persons not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such individual’s entering into employment with the Company and to provide incentives for such persons to exert maximum efforts for the Company’s success.
The above description of the Inducement Plan is qualified in its entirety by reference to the copy of the Inducement Plan that is filed as Exhibit 99.01 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.01
2008 Equity Inducement Plan, as amended and restated through November 14, 2016.
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 hereunto duly authorized.
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Glu Mobile Inc. |
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Date: November 18, 2016 |
By: |
/s/ Scott J. Leichtner |
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Name: |
Scott J. Leichtner |
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Title: |
Vice President and General Counsel |
Exhibit 99.01
GLU MOBILE INC.
(adopted by the Committee on March 13, 2008)
(as amended and restated through November 14, 2016)
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2.2 Minimum Share Reserve . At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan and all other outstanding but unvested Awards granted under this Plan. |
__________________
1 Consists of (a) 600,000 Shares reserved as of the Effective Date of the Plan, (b) an additional 819,245 Shares reserved as of December 28, 2009, (c) an additional 1,050,000 Shares reserved as of August 1, 2011, (d) an additional 300,000 Shares reserved as of November 13, 2012, (e) an additional 200,000 Shares reserved as of May 14, 2013, (f) an additional 1,000,000 Shares reserved as of December 9, 2015 and (g) an additional 6,000,000 Shares reserved as of November 14, 2016.
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4.2 then the Committee must be comprised solely of Outside Directors (except as otherwise permitted under applicable rules). The Committee will have the authority to: |
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(a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; |
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(f) determine the Fair Market Value in good faith, if necessary; |
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(j) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; |
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(l) determine the terms and conditions of any, and to institute any Exchange Program; |
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(m) reduce or waive any criteria with respect to Performance Factors; |
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(n) adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships; and |
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of any express term of the Plan or Award, at any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on the Company and the Participant. |
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4.4 Section 16 of the Exchange Act . Awards granted to Insiders must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act). |
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5.6 Termination . The exercise of an Option will be subject to the following (except as may be otherwise provided in an Award Agreement): |
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6.1 Awards of Restricted Stock Units . A Restricted Stock Unit (“ RSU ”) is an award to a Participant covering a number of Shares that may be settled in cash, or by issuance of those Shares. All RSUs will be made pursuant to an Award Agreement. |
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6.2 Terms of RSUs . The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU; (b) the time or times during which the RSU may be settled; and (c) the consideration to be distributed on settlement, and the effect of the Participant’s Termination on each RSU. An RSU may be awarded upon satisfaction of such Performance Factors (if any) during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (x) determine the nature, length and starting date of any Performance Period for the RSU; (y) select from among the Performance Factors to be used to measure the performance, if any; and (z) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria. |
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6.3 Form and Timing of Settlement . Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. |
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6.4 Termination of Participant . Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such Participant’s Termination Date (unless determined otherwise by the Committee). |
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7. PAYMENT FOR SHARE PURCHASES . |
Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):
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(c) by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary of the Company; |
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(d) by consideration received by the Company pursuant to a broker-assisted and/or same day sale (or other) cashless exercise program implemented by the Company in connection with the Plan; |
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13. REPRICING; EXCHANGE AND BUYOUT OF AWARDS . The Committee may (a) reprice (i.e., reduce the Exercise Price of) Options; (b) implement an Exchange Program; or (c) reduce the Exercise Price of outstanding Options without the consent of affected Participants by a written notice to them. |
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Notwithstanding anything to the contrary in this Section 16.1 , the Committee, in its sole discretion, may grant Awards that provide for acceleration upon a Corporate Transaction or in other events in the specific Award Agreements and/or other contractual relationships with a Participant.
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17. TERM OF PLAN . Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate 10 years from the date this Plan is adopted by the Committee. This Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of Delaware. |
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21. DEFINITIONS . As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings: |
“ Award ” means any award under this Plan, including any Option or Restricted Stock Unit.
“ Award Agreement ” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, which will be in substantially a form (which need not be the same for each Participant) that the Committee has from time to time approved, and will comply
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with and be subject to the terms and conditions of this Plan.
“ Board ” means the Board of Directors of the Company.
“ Cause ” means (a) the commission of an act of theft, embezzlement, fraud, dishonesty, (b) a breach of fiduciary duty to the Company or a Parent or Subsidiary, or (c) a failure to materially perform the customary duties of Employee’s employment.
“ Code ” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“ Committee ” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law, or an “independent compensation committee” (as such term is defined for purposes of the rules of The Nasdaq Stock Market).
“ Company ” means Glu Mobile Inc., or any successor corporation.
“ Corporate Transaction ” means the occurrence of any of the following events: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then-outstanding voting securities; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
“ Director ” means a member of the Board.
“ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided, however, that the Committee in its discretion may determine whether a total and permanent disability exists in accordance with non-discriminatory and uniform standards adopted by the Committee from time to time, whether temporary or permanent, partial or total, as determined by the Committee.
“ Effective Date ” means March 28, 2008, which is the expiration of the 15-day waiting period following the adoption of the Plan by the Committee as required by Nasdaq Rule 5250(e)(2) (formerly Nasdaq Rule 4310(c)(17)).
“ Employee ” means any person, including Officers, employed by the Company or any Parent or Subsidiary of the Company and who meets the eligibility requirements as set forth in Section 3 .
“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.
“ Exercise Price ” means the price at which a holder of an Award may purchase the Shares issuable upon exercise of an Award.
“ Exchange Program ” means a program pursuant to which outstanding Awards are surrendered, cancelled or exchanged for cash, the same type of Award or a different Award (or combination thereof).
“ Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:
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Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable ; |
“ Insider ” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.
“ Option ” means an award of an option to purchase Shares pursuant to Section 5 .
“ Outside Director ” means a Director who is not an Employee of the Company or any Parent or Subsidiary and who is an “independent” director under the rules of The Nasdaq Stock Market, as may be amended from time to time.
“ Parent ” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
“ Participant ” means a newly hired Employee who receives an Award under this Plan at the time of his or her employment. The term “Participant” will include individuals who were previously employed by the Company, or any Parent or Subsidiary of the Company, who have undergone a bona fide period of non-employment by the Company. The term “Participant” will also include individuals who become Employees of the Company, or any Parent or Subsidiary of the Company, as the result of a merger or acquisition.
“ Performance Factors ” means the factors selected by the Committee, which may include, but are not limited to the, the following measures (whether or not in comparison to other peer companies) to determine whether the performance goals established by the Committee and applicable to Awards have been satisfied:
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Earnings per share and/or earnings per share growth; |
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Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth; |
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Operating income and/or operating income growth; |
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Net income and/or net income growth; |
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Total stockholder return and/or total stockholder return growth; |
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Return on equity; |
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Operating cash flow return on income; |
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Adjusted operating cash flow return on income; |
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Economic value added; |
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Individual business objectives; and |
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Company specific operational metrics. |
“ Performance Period ” means the period of service determined by the Committee, not to exceed five years, during which years of service or performance is to be measured for the Award.
“ Plan ” means this Glu Mobile Inc. 2008 Equity Inducement Plan.
“ Restricted Stock Unit ” means an Award granted pursuant to Section 6 of the Plan.
“ SEC ” means the United States Securities and Exchange Commission.
“ Securities Act ” means the United States Securities Act of 1933, as amended.
“ Shares ” means shares of the Company’s Common Stock, as adjusted pursuant to Sections 2 and 16 , and any successor security.
“ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
“ Termination ” or “ Terminated ” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee of the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved by the Committee; provided , that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to be employed and the effective date on which the Participant ceased to be so employed (the “ Termination Date ”).
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