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Form 8-K YuMe Inc For: Jul 03

July 6, 2015 9:16 AM EDT

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

 

July 3, 2015

Date of Report (Date of earliest event reported)

 


 

YuMe, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36039

 

27-0111478

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1204 Middlefield Road, Redwood City, CA

 

94063

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (650) 591-9400

 

(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 obligations 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.

 

Election of Director

 

On July 3, 2015, the Board of Directors (the “Board”) of YuMe, Inc. (the “Company”) elected Craig I. Forman, effective immediately, as a Class III director and a member of the Board’s Compensation Committee and Nominating and Governance Committee.

 

Mr. Forman, age 53, is a private investor, entrepreneur, and board member for public and private technology and media companies. Mr. Forman has servced as a member of the board of directors of Digital Turbine, Inc. since its March 2015 acquisition of Appia, Inc., a mobile-applications technology company where Mr. Forman had served as executive chairman since August 2011. Mr. Forman has also served on the board of Yellow Pages Ltd., a Canadian publisher of print and digital business directories, since January 2012 and on the board of McClatchy Co., a U.S. publisher of print and digital newspapers, and other media and advertising products, since July 2013. Mr. Forman served as executive chairman of WHERE, Inc., a leading mobile-advertising technology network acquired by eBay Inc., in 2011. Mr. Forman has also served as a telecommunications and technology industry executive, most recently as President of EarthLink Inc.’s consumer access and audience division, until 2009. Prior to joining EarthLink, Mr. Forman served as the vice president and general manager for Yahoo! Inc.’s media and information divisions, overseeing Yahoo! News, Yahoo! Sports and Yahoo! Finance. Prior to joining Yahoo, Mr. Forman led internet and new media divisions at Time Warner, was vice president for product management at the search engine Infoseek, and was director and editor of international business information services for Dow Jones. Mr. Forman began his career as a foreign correspondent and editor for The Wall Street Journal. He worked as a deputy bureau chief in the Journal’s London bureau and later served as bureau chief in the newspaper’s Tokyo bureau.

 

Mr. Forman holds an AB degree from the Woodrow Wilson School of Public & International Affairs of Princeton University and a Masters of Law from Yale Law School.

 

In connection with his appointment to the Board, Mr. Forman received restricted stock units representing the right to acquire 32,894 shares of the Company’s common stock under the terms and conditions of the Company’s 2013 Equity Incentive Plan.  The restricted stock units will vest annually over a three year period, provided that Mr. Forman continues to serve on the Board at the time of vesting.

 

Mr. Forman will also be entitled to a pro-rated portion of the applicable board retention and committee fees under the Company’s non-employee director compensation guidelines, based upon his service prior to the Company’s 2016 annual meeting of stockholders. Mr. Forman shall thereafter receive fees for services as a Board and committee member pursuant to the Company’s non-employee director compensation guidelines, as updated from time to time by the Board. The Company also intends to enter into its standard form of indemnification agreement with Mr. Forman.

 

Director Departures

 

On July 3, 2015, Ping Li and David Weiden notified the Board of their resignations from the Board and the committees on which they serve effective immediately. Messrs. Li and Weiden’s resignations did not involve any disagreement on any matter related to the Company’s operations, policies or practices.

 

A copy of the news release issued by the Company on July 6, 2015 announcing Mr. Forman’s appointment to the Board and Messrs. Li and Weiden’s resignation from the Board is attached hereto as Exhibit 99.1.

 

 

 
 

 

  

Item 9.01      Financial Statements and Exhibits.

 

(d) Exhibits.

 

The Company hereby furnishes the following exhibits:

 

Exhibit Number

 

Description

99.1

 

News release of YuMe, Inc. dated July 6, 2015, announcing the appointment of a new director and the resignation of two directors.

  

 

 
 

 

  

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.

 

 

YuMe, Inc.

   
 

/s/ Paul Porrini

 

Paul Porrini

 

Executive Vice President, General Counsel and Secretary

Dated: July 6, 2015

 

 

 

 
 

 

  

INDEX TO EXHIBITS

 

Exhibit Number

 

Description

99.1

 

Press release dated July 6, 2015

 

Exhibit 99.1

 

 

YUME NAMES CRAIG FORMAN TO ITS BOARD OF DIRECTORS

 

Redwood City, Calif. – July 6, 2015 – YuMe, Inc. (NYSE: YUME), the global audience technology company powered by data-driven insights and multi-platform expertise, today announced the appointment of Craig Forman to its board of directors. Mr. Forman has extensive management and board experience in digital advertising, digital video, mobile applications, and media.

 

“We are excited to welcome Craig to YuMe’s board of directors,” said Jayant Kadambi, Chairman and CEO of YuMe. “Craig’s deep expertise in the media and technology industries, and his board and executive experience, will make him an invaluable addition to our team.”

 

“Video consumption has changed significantly over the last few years, which is altering the way brands engage with their audiences and media providers monetize their inventory. I’m impressed with YuMe’s ability to meet video advertisers’ and publishers’ needs through its unique technology platform, and I believe the Company is well positioned for continued success,” said Craig Forman. “I look forward to working with Jayant, the board and the rest of the YuMe team.”

 

Mr. Forman is a private investor and entrepreneur, a former media, technology and telecommunications executive and former Wall Street Journal bureau chief and foreign correspondent. He has held senior executive roles with EarthLink, Yahoo!, Time Warner, Infoseek, and Dow Jones, most recently as president of EarthLink’s consumer access and audience business.

 

Mr. Forman also has served as a director on a variety of public and private company boards. He is a director at news and information leader McClatchy Co., the publisher of The Miami Herald and many other U.S. newspapers, as well as Montreal-based local digital media and marketing-solutions provider Yellow Pages Ltd. In March 2015, Mr. Forman joined the board at Digital Turbine Inc., following its acquisition of Appia, Inc., a mobile-applications technology company where Mr. Forman had served as executive chairman since 2011. Previously Mr. Forman served as executive chairman of WHERE, Inc., a leading mobile-advertising technology network acquired by eBay Inc. in 2011.

 

The Company also announced that David Weiden, Partner at Khosla Ventures, and Ping Li, General Partner at Accel Partners, have resigned from the Board of Directors at YuMe. “Ping and David have been instrumental in helping YuMe grow and succeed from its earliest stages,” said Mr. Kadambi. “Ping and David have served on our board since 2006 and 2009, respectively, and we are grateful for their years of service and contributions to the Company.”

 

About YuMe

YuMe, Inc. (NYSE: YUME) is a leading provider of digital video brand advertising solutions. Its proprietary data science-driven technologies and large audience footprint drive inventory monetization and enable advertisers to reach targeted, brand receptive audiences across a wide range of Internet-connected devices. Designed to serve the specific needs of brand advertising, YuMe’s technology platform simplifies the complexities associated with delivering effective digital video advertising campaigns in today’s highly-fragmented market. YuMe is headquartered in Redwood City, CA with European headquarters in London and 17 additional offices worldwide. For more information, visit YuMe.com/pr, follow @YuMeVideo and like YuMe on Facebook. Current YuMe logos can be found at www.yume.com/news/logos.

 

YuMe is a trademark of YuMe. All other brands, products or service names are or may be trademarks or service marks of their respective owners.

 

 

 
 

 

 

 

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements, including, but not limited to, statements about changes to the membership of our Board and quotations from management. These forward-looking statements are subject to risks and uncertainties, assumptions and other factors that could cause actual results and the timing of events to differ materially from future results that are expressed or implied in our forward-looking statements. Factors that could cause or contribute to such differences include competitive trends in a dynamic market, our history of net losses and limited operating history, which make it difficult to evaluate our prospects, our fluctuating quarterly results of operations, and our dependence on a limited number of customers in a highly competitive industry. These and other risk factors are discussed under “Risk Factors” in our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2015 that has been filed with the U.S. Securities and Exchange Commission (the “SEC”), and in our future filings and reports with the SEC. The forward-looking statements in this press release are based on information available to YuMe as of the date hereof, and YuMe assumes no obligation to update any forward-looking statements.

 

###

 

Investor Relations

Gary J. Fuges, CFA

[email protected]

650-503-7875



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