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Form 8-K REALNETWORKS INC For: Oct 27

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October 27, 2015 4:09 PM 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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 21, 2015
 
RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Washington
 
000-23137
 
91-1628146
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

1501 First Avenue South, Suite 600
Seattle, Washington 98134
(Address of principal executive offices) (Zip code)
(206) 674-2700
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:
¨
 




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.

On October 21, 2015, the Board of Directors of RealNetworks, Inc. elected Bruce A. Jaffe to serve as a member of the board. Mr. Jaffe will also serve as a member of the RealNetworks Audit Committee.
Mr. Jaffe, age 51, is a consultant and investor with Three Point Group, LLC, which he founded in 2008 and which focuses on early stage and growth technology companies.  Mr. Jaffe served as Chief Financial Officer and EVP Corporate Development of Glam Media, a privately held media company, from May 2010 to December 2011.  From June 1995 through February 2008, Mr. Jaffe held various positions at Microsoft Corporation, most recently serving as its Corporate Vice President, Corporate Development.  Mr. Jaffe serves as a director of several privately held companies. Mr. Jaffe holds a B.S. degree from UC Berkeley and an M.B.A. from the Stanford University Graduate School of Business.
A description of the compensation payable to Mr. Jaffe for his services as a director and an Audit Committee member is set forth under the caption "Compensation of Directors" in the RealNetworks definitive proxy statement dated September 15, 2015.
Item 7.01. Regulation FD.

The RealNetworks press release dated October 27, 2015 announcing Mr. Jaffe's election as a new director is included as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.
 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release of RealNetworks, Inc. dated October 27, 2015
 
 

    






SIGNATURE
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.
 
 
 
 
REALNETWORKS, INC.
 
 
By:
 
 /s/ Michael Parham
 
 
Michael Parham
 
 
Senior Vice President, General Counsel and Corporate Secretary
Dated: October 27, 2015
 








EXHIBIT INDEX
Exhibit No.
Description
 
 
99.1
Press Release of RealNetworks, Inc. dated October 27, 2015




Exhibit 99.1

RealNetworks Appoints Bruce A. Jaffe to Board of Directors

SEATTLE, October 27, 2015 -- RealNetworks, Inc. (Nasdaq: RNWK) today announced that Bruce A. Jaffe has been appointed to the company’s Board of Directors.
“We are delighted to have Bruce join the RealNetworks board,” said Rob Glaser, RealNetworks’ Chairman and CEO. “Bruce brings a rare combination of intellectual rigor and broad perspective that will serve RealNetworks well in the months and years ahead.”
Mr. Jaffe is actively involved as an advisor and investor in early stage and growth technology companies. From 1995 to 2008, Mr. Jaffe served in a series of senior capacities at Microsoft, most recently as Microsoft’s Corporate Vice President, Corporate Development. Mr. Jaffe holds a B.S. degree from UC Berkeley and an MBA from Stanford.
“RealNetworks has a history of innovation and a unique portfolio of products and technologies,” said Mr. Jaffe. “I look forward to working with the RealNetworks team as it continues its efforts to optimize this portfolio and revitalize the company.”
With Mr. Jaffe’s appointment, the number of directors on RealNetworks’ Board increases to seven.

About RealNetworks
RealNetworks creates innovative applications and services that make it easy for people to connect with and enjoy digital media. RealNetworks invented the streaming media category and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. Find RealNetworks corporate information at www.realnetworks.com/about-us.

RealNetworks is a registered trademark of RealNetworks, Inc. All other trademarks, names of actual companies and products mentioned herein are the property of their respective owners.






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