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
 
October 9, 2020
Date of report (Date of earliest event reported)
 
SUPPORT.COM, INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other
Jurisdiction
of Incorporation)
000-30901
(Commission File No.)
 
 
94-3282005
(I.R.S. Employer Identification No.)
 
 
 
 
1521 Concord Pike Place (US 202), Suite 301
Wilmington, DE 19803
(Address of Principal Executive Offices) (Zip Code)
 
 
 
 
 
(650) 556-9440
(Registrant’s telephone number, including area code)
 
 
 
 
 
N/A
(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:
 
☐
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.
 
Appointment of Chief Financial Officer
 
On October 9, 2020, the Board of Directors of Support.com, Inc. (the “Company”) appointed Caroline Rook as Chief Financial Officer. Ms. Rook commenced employment with the Company on October 12, 2020.
 
Ms. Rook, age 62, has served since 2013 as an independent financial consultant. Prior to that, Ms. Rook served from 2010-2013 as the Chief Financial Officer of 24/7 Card, a startup serving the underbanked in the US. In addition, she previously served from 2009-2010 as the Chief Financial Officer of Trident University, a private for-profit institution, and from 2002-2009 as the Chief Financial Officer of PeopleSupport, a business process outsourcing company. From 1992 to 2002, Mrs. Rook held various positions with Acxiom Corporation and Sterling Software, Inc.
 
Employment Offer Letter
 
Base salary and Bonus. In connection with Ms. Rook’s appointment, the Company and Ms. Rook entered into an employment offer letter.  The offer letter provides for an annual salary of $250,000, subject to periodic review and adjustment by the Company.  Ms. Rook will be eligible to participate in the Company’s annual executive incentive plan with a bonus potential of thirty percent (30%) of her annual base salary. 
 
New hire equity grant. Ms. Rook will also receive stock options to purchase 100,000 shares of the Company’s common stock upon her commencement of employment, which options will vest in equal monthly installments over a period of forty-eight months, subject to the other terms of the option agreement.
 
Severance terms. Ms. Rook’s employment with the Company can be terminated at any time for any reason by the Company or Ms. Rook.  However, if Ms. Rook’s employment is terminated without cause or she resigns with good reason, upon the execution of the Company’s standard release agreement she will be entitled to receive three months of her then-current annual base salary, payable in a lump sum upon the first regular pay period that is more than twenty eight (28) days after the termination of her employment. 
 
Other Benefits. Ms. Rook will be eligible to participate in the benefit programs generally available to employees of the Company. Ms. Rook will also enter into the Company’s standard indemnification agreement for officers and directors, a copy of which is on file with the Securities and Exchange Commission as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
 
The foregoing description of Ms. Rook’s offer letter is qualified in its entirety by reference to the full text of the offer letter, which is incorporated herein and attached hereto as Exhibit 10.1.
 
A copy of the press release announcing Ms. Rook’s appointment as Chief Financial Officer is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1 Employment Offer letter between Caroline Rook and Support.com, Inc., dated October 5, 2020.
99.1 Press Release dated October 13, 2020.
 
 
 
 
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.
 
 
SUPPORT.COM, INC.
 
 
 
 
 
Date: October 13, 2020
By:  
/s/ Lance Rosenzweig
 
 
Name:  
Lance Rosenzweig 
 
 
Title:  
President and Chief Executive Officer 
 

 
 
 
 
 



 
 
 Exhibit 10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 99.1
 
 
Support.com Announces Caroline Rook as New Chief Financial Officer
 
SUNNYVALE, CA / ACCESSWIRE / October 13, 2020 / Support.com, Inc. (NASDAQ:SPRT), a leader in customer and technical support solutions delivered by home-based employees, today announces that Caroline Rook has joined the executive management team as its Chief Financial Officer.
 
Caroline brings over 35 years of financial experience, with an extensive background in the Business Process Outsourcing industry. Caroline has served in finance leadership roles at both public and early stage companies and has a strong track record of accelerating companies' growth. As CFO of PeopleSupport (NASDAQ:PSPT), she helped lead the company through profitable and rapid growth and spearheaded taking the company public. She has previously served as CFO of 24/7 Card, a startup serving the underbanked, CFO of Trident International University, a private for-profit institution, and Corporate Leader, Financial Operations, of Acxiom Corporation.
 
"Caroline's established financial leadership and experience, including her deep understanding of the BPO industry, is an excellent match for the company as we continue to develop new solutions for our long-term global growth strategy," said Lance Rosenzweig, Support.com's CEO. "We look forward to her financial and strategic contributions."
 
For more than 20 years, Support.com has been delivering customer and technical support solutions with a home-based workforce, serving global enterprise clients and leading businesses. Support.com's secure, omnichannel platform and tools enable world-class, scalable homesourced solutions.
 
About Support.com
 
Support.com, Inc. (NASDAQ:SPRT) is a leading provider of customer and technical support solutions delivered by home-based employees. For more than twenty years, the company has achieved stellar results for global enterprise clients and top-tier businesses. Support.com's proven, omnichannel solutions have been specifically designed and optimized for the homesourcing environment, resulting in industry-leading NPS scores and first call resolution rates. The company efficiently meets changing client needs through its highly-scalable, global network of home-based employees and secure, proprietary, cloud-based platforms. For more information, please visit www.support.com.
 
Support.com, Inc. is an Equal Opportunity Employer. For more information, visit http://www.support.com/about-us/careers.
 
© 2020 Support.com, Inc. All rights reserved. Support.com and the Support.com logo are trademarks or registered trademarks of Support.com, Inc. in the United States and other countries. All other marks are the property of their respective owners.
 
Forward-Looking Statements
 
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company's management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q. For these reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statements.
 
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Support.com Media Contact:
Caster Communications, Inc.
support@castercomm.com
O: 401-792-7080
 
SOURCE: Support.com, Inc.