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: January 30, 2017

(Date of earliest event reported)

 

Glu Mobile Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

 

 

001‑33368

 

91‑2143667

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

 

 

500 Howard Street, Suite 300

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))

 

 

 

On January 30, 2017, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) of Glu Mobile Inc. (“ Glu ”) approved the Glu Mobile Inc. 2017 Executive Bonus Plan (the “ Bonus Plan ”) in which the following Glu executive officers (the “ Executive Officers ”) are eligible to participate:

·

Nick Earl, Glu’s President and Chief Executive Officer;

·

Eric R. Ludwig, Glu’s Executive Vice President, Chief Operating Officer and Chief Financial Officer;

·

Chris Akhavan, Glu’s Chief Revenue Officer;

·

Tim Wilson, Glu’s Chief Technology Officer; and

·

Scott Leichtner, Glu’s Vice President and General Counsel.

The material terms of the Bonus Plan are as follows:

·

Bonuses are earned and paid on an annual basis, and the Executive Officer must be employed by Glu when the bonus is paid to be eligible to receive a bonus.

·

Target bonus levels are a fixed percentage of the Executive Officer’s annual base salary as of December 31, 2017. 

·

For each of the Executive Officers, the total bonus is awarded based on whether, and to the extent, Glu achieves the 2017 Annual Bookings goal.

·

To the extent that Glu achieves the 2017 Annual Bookings goal at a level equal to a specified minimum threshold that has been established by the Compensation Committee (the “ Minimum Threshold ”), then each Executive Officer will receive a bonus that equals 20% of his target bonus amount specified in the chart below. 

·

If Glu generates 2017 Annual Bookings in excess of the Minimum Threshold, then each Executive Officer will be eligible to receive a larger bonus, which bonus can reach the maximum bonus amount specified in the chart below, which equals 200% of his target bonus amount, if Glu generates 2017 Annual Bookings equal to or greater than the maximum threshold that has been established by the Compensation Committee (the “ Maximum Threshold ”)

·

To the extent that Glu generates 2017 Annual Bookings between the Minimum Threshold and the Maximum Threshold, each Executive Officer’s bonus will be between 20% and 200% of his target bonus amount calculated based on a linear interpolation between certain intermediate 2017 Annual Bookings targets that have been established by the Compensation Committee.    

1

 

The target and maximum bonus amounts for each of the Executive Officers under the Bonus Plan as of the date of the Bonus Plan’s adoption are set forth in the table below:

 

 

 

 

 

 

Executive Officer

2017 Target Percentage

2017 Maximum Percentage

2017 Salary

2017 Target Bonus

2017 Maximum Bonus

Nick Earl

100%
200%

$ 450,000

$ 450,000

$ 900,000

Eric R. Ludwig

100%
200%

$ 375,000

$ 375,000

$ 750,000

Chris Akhavan

100%
200%

$ 280,000

$ 280,000

$ 560,000

Tim Wilson

50%
100%

$ 285,000

$ 142,500

$ 285,000

Scott Leichtner

50%
100%

$ 305,000

$ 152,500

$ 305,000

 

 

The foregoing description of the Bonus Plan is qualified in its entirety by reference to the actual terms of the Bonus Plan, which is filed as Exhibit 99.01 to this report and is incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

 

99.01

  

Glu Mobile Inc. 2017 Executive Bonus Plan.

 

2

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

Glu Mobile Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date:  February 3, 2017

 

By:

/s/ Scott J. Leichtner

 

 

 

 

 

Name:  Scott J. Leichtner

 

 

 

 

 

Title:    Vice President and General Counsel

 

 

3

 

EXHIBIT INDEX

 

 

 

 

 

 

 

Exhibit
No.

  

Description

 

 

99.01

  

Glu Mobile Inc. 2017 Executive Bonus Plan.

 

 

4

Exhibit 99.01

 

Glu Mobile Inc.

2017 Executive Bonus Plan

(Approved by the Compensation Committee on January 30, 2017)

 

 

 

 

Effective Date :

January 30, 2017 for the 2017 fiscal year of Glu Mobile Inc. (the “ Company ”).

Eligibility :

1. The following executive officers of the Company (the “ Executive Officers ”) are eligible to participate:

 

Nick Earl, the Company’s President and Chief Executive Officer;

 

Eric Ludwig, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer;

 

Chris Akhavan, the Company’s Chief Revenue Officer;

 

Tim Wilson, the Company’s Chief Technology Officer; and

 

Scott Leichtner, the Company’s Vice President and General Counsel

 

2. The Executive Officer must be employed by the Company on the date bonuses are paid to be eligible to receive a bonus.

Bonus Level :

Target bonus levels are a fixed percentage of the Executive Officer’s annual base salary as of December 31, 2017. The exact percentage is specified in the Executive Officer’s employment offer letter, or as subsequently modified by the Compensation Committee of the Board of Directors (the “ Committee ”).  Each Executive Officer’s “ Target Bonus Amount ” for the 2017 fiscal year as of the date of the Bonus Plan’s adoption is as follows:

 

Mr. Earl – $450,000;

 

Mr. Ludwig – $375,000;

 

Mr. Akhavan – $280,000;

 

Mr. Wilson – $142,500; and

 

Mr. Leichtner – $152,500.

Frequency :

Awarded 100% on an annual basis.

Bonus Components:

For each of the Executive Officers, the total bonus is awarded based on whether, and to the extent, the Company achieves the 2017 Annual Bookings goal .   No bonus will be paid with respect to the 2017 Annual Bookings goal unless the Company achieves such goal at a specified minimum threshold that has been established by the Committee (the “ Minimum Threshold ”).

To the extent that Glu achieves the 2017 Annual Bookings goal at a level equal to a specified minimum threshold that has been established by the Compensation Committee (the “ Minimum Threshold ”), then each Executive Officer will receive a bonus that equals 20% of his Target Bonus Amount. 

If Glu generates 2017 Annual Bookings in excess of the Minimum Threshold, then each Executive Officer will be eligible to receive a larger bonus, with the Executive Officers eligible to receive bonuses of up to the 200% of this Target Bonus Amount upon achievement of the maximum threshold for the 2017 Annual Booking goal that has been established by the Compensation Committee (the “ Maximum Threshold ”).

To the extent that Glu generates 2017 Annual Bookings between the Minimum Threshold and the Maximum Threshold, each Executive Officer’s bonus will be between 20% and 200% of his Target Bonus Amount calculated based on a linear interpolation between certain intermediate 2017 Annual Bookings targets that have been established by the Compensation Committee. 

 

Payment Timing :

All bonus payments made under the Bonus Plan shall be made no later than March 15, 2018.

Amendments :

The Committee retains the authority to withdraw, amend, add to or terminate this Bonus Plan, or any portion of it, at any time in its sole discretion.

Employment Relationship:

Employment with the Company is at-will and participation in this Bonus Plan in no way constitutes an employment contract conferring either a right or obligation of continued employment.

Governing Law:

The Bonus Plan will be governed by and construed in accordance with the laws of the State of California.