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Form 8-K GLU MOBILE INC For: Dec 22

December 24, 2015 1:19 PM EST

 

 

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: December 22, 2015

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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.

 

On December 22, 2015, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Glu Mobile Inc. (“Glu”) approved the Glu Mobile Inc. 2016 Executive Bonus Plan (the “Bonus Plan”) in which the following Glu executive officers (the “Executive Officers”) are eligible to participate:

 

·                  Niccolo de Masi, 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 President of Publishing;

 

·                  Nick Earl, Glu’s President of Global Studios; 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 with 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, 2016.

 

·                  For each of the Executive Officers, the total bonus is composed of the following two parts:

 

·                  75% of the bonus will be awarded based on whether, and to the extent, Glu achieves the 2016 Annual Non-GAAP Revenues goal; and

 

·                  25% of the bonus will be awarded based on whether, and to the extent, Glu achieves the 2016 Annual Adjusted EBITDA goal.

 

·                  The 2016 Annual Non-GAAP Revenues goal and the 2016 Annual Adjusted EBITDA goal will be evaluated independently of each other.  No bonuses will be paid with respect to a goal unless Glu achieves such goal at a specified threshold that has been established by the Compensation Committee based on Glu’s Board approved 2016 Operating Plan (the “Plan Threshold”).

 

·                  To the extent that Glu achieves the 2016 Annual Non-GAAP Revenues goal at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 15% of his maximum bonus amount specified in the chart below.  To the extent that Glu achieves the 2016 Annual Adjusted EBITDA goal at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 10% of his maximum bonus amount.  Accordingly, if Glu were to achieve both goals at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 25% of his maximum bonus amount.

 

·                  There are additive compensation components that provide for additional payouts if Glu exceeds the Plan Threshold for either goal, with the Executive Officers eligible to receive bonuses of up to 100% of the maximum bonus amount specified in the chart below if Glu significantly exceeds the Plan Thresholds for both goals.  In addition, because each goal is evaluated independently of each other, overachievement on one goal cannot compensate for underachievement on the other goal.

 



 

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

 

Executive Officer

 

2016
Target
Percentage

 

2016
Maximum
Percentage

 

2016
Salary

 

2016 Target
Bonus

 

2016
Maximum
Bonus

 

Niccolo de Masi

 

200

%

500

%

$

500,000

 

$

1,000,000

 

$

2,500,000

 

Eric R. Ludwig

 

100

%

200

%

$

375,000

 

$

375,000

 

$

750,000

 

Chris Akhavan

 

100

%

200

%

$

280,000

 

$

280,000

 

$

560,000

 

Nick Earl

 

50

%

100

%

$

350,000

 

$

175,000

 

$

350,000

 

Scott Leichtner

 

50

%

100

%

$

275,000

 

$

137,500

 

$

275,000

 

 

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. 2016 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: December 24, 2015

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. 2016 Executive Bonus Plan.

 

4


Exhibit 99.01

 

Glu Mobile Inc.

2016 Executive Bonus Plan

(Approved by the Compensation Committee on December 22, 2015)

 

Effective Date:

December 22, 2015 for the 2016 fiscal year of Glu Mobile Inc. (the “Company”).

 

 

Eligibility:

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

 

·                  Niccolo de Masi, 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 President of Publishing;

 

·                  Nick Earl, the Company’s President of Global Studios; 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, 2016. 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”).

 

 

Frequency:

Awarded 100% on an annual basis.

 

 

Bonus Components:

For each of the Executive Officers, the total bonus is composed of the following two parts.

 

·                  75% of the bonus is awarded based on whether, and to the extent, the Company achieves the 2016 Annual Non-GAAP Revenues goal; and

 

·                  25% of the bonus is awarded based on whether, and to the extent, the Company achieves the 2016 Annual Adjusted EBITDA goal.

 

The 2016 Annual Non-GAAP Revenues goal and the 2016 Annual Adjusted EBITDA goal will be evaluated independently of each other. No bonuses will be paid with respect to a goal unless the Company achieves such goal at a specified threshold that has been established by the Committee based on Glu’s Board approved 2016 Operating Plan (the “Plan Threshold”).

 

To the extent that the Company achieves the 2016 Annual Non-GAAP Revenues goal at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 15% of his maximum bonus amount specified below.  To the extent that the Company achieves the 2016 Annual Adjusted EBITDA goal at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 10% of his maximum bonus amount.  Accordingly, if the Company were to achieve both goals at a level equal to the Plan Threshold, then each Executive Officer will receive a bonus that equals 25% of his maximum bonus amount.

 

There are additive compensation components that provide for additional payouts if the Company exceeds the Plan Threshold for either goal, with the Executive Officers eligible to receive bonuses of up to the following maximum target bonus percentages for maximum achievement on each of the two goals:

 

·                  Mr. de Masi – 500%;

 



 

 

·                  Mr. Ludwig – 200%;

·                  Mr. Akhavan – 200%;

·                  Mr. Earl – 100%; and

·                  Mr. Leichtner – 100%.

 

Because each goal is evaluated independently of each other, overachievement on one goal cannot compensate for underachievement on the other goal.

 

 

Payment Timing:

All bonus payments made under the Bonus Plan shall be made no later than March 15, 2017.

 

 

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.

 




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