8-K

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) January 15, 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 January 15, 2015, RealNetworks, Inc. announced that Marjorie O. Thomas will replace Tim Wan as Chief Financial Officer of the company effective February 4, 2015. Mr. Wan notified the company of his resignation as Chief Financial Officer as a result of his relocation to California.

Ms. Thomas most recently served as Vice President of Corporate Finance and Treasurer for Intuit Inc., from April 2011 to August 2014. She had previously served as Senior Vice President, Finance, Corporate Controller at Sony Electronics Inc., from 2006 to March 2011, and, since 1986, held several positions within the finance department of Hewlett-Packard Company. Ms. Thomas holds a Bachelor of Arts degree in accounting from Boise State University.

In conjunction with her appointment, the Compensation Committee of the Board of Directors of RealNetworks approved certain compensatory arrangements for Ms. Thomas. Specifically, the Compensation Committee approved (i) an annual base salary of $325,000, (ii) a target annual bonus opportunity equal to 75% of her base salary based on the achievement of certain pre‑established goals determined by the Compensation Committee, (iii) a one-time sign-on bonus of $100,000, subject to repayment by Ms. Thomas in the event that she voluntarily resigns from the company within 18 months, and (iv) severance benefits of 12 months’ base salary and prorated bonus in the event that Ms. Thomas is terminated without cause or resigns for good reason. In addition, within ten days of the commencement of her employment with the company, the Compensation Committee will approve an award of stock options to acquire 200,000 shares of RealNetworks common stock, which will be scheduled to vest over four years, with 25% vesting one year from the commencement of her employment and 12.5% to vest every six months thereafter, subject to Ms. Thomas’ continued service to the company. The equity award will be granted pursuant to the company’s 2005 Stock Incentive Plan and the standard form of agreement thereunder.

RealNetworks and Ms. Thomas also entered into a change in control severance agreement providing for certain severance benefits whereby in the event the company terminates her employment without cause in connection with a change in control of the company, and subject to certain other provisions set forth in the agreement, she will be entitled to receive 150% of her then-current standard severance-related compensation plus acceleration of vesting by one year of any of her unvested non-performance based equity.

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 January 15, 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 Secretary

Dated: January 15, 2015

EXHIBIT INDEX

Exhibit No.
99.1	Press Release of RealNetworks, Inc. dated January 15, 2015.

EX-99.1

RealNetworks Appoints Marjorie Thomas Chief Financial Officer

SEATTLE, January 15, 2015 -- RealNetworks, Inc. (NASDAQ: RNWK), today announced the appointment of Marjorie Thomas as Chief Financial Officer and Treasurer effective February 4, 2015. Ms. Thomas will oversee all financial operations at Real, reporting to Rob Glaser, Real’s Chairman and CEO. Ms. Thomas will be succeeding Tim Wan, a 14-year RealNetworks veteran who recently relocated to the Bay Area.

“Marj is a top-talent with nearly three decades of finance experience in world-class technology companies,” said Rob Glaser, CEO of RealNetworks. “Marj will bring a fresh perspective and depth of industry knowledge that will be invaluable to RealNetworks as we move through the next phase of revitalizing our company.”

“I’m very excited to join RealNetworks during this time of change and innovation within the company,” said Ms. Thomas. “I look forward to working as a part of the RealNetworks senior leadership team to help Real succeed in the months and years ahead.”

Ms. Thomas’ career spans nearly 30 years and includes senior finance roles at Intuit, Sony, and Hewlett-Packard. Most recently, she served as VP of Corporate Finance and Treasurer for financial software leader Intuit. At Intuit she managed the company’s investments and capital strategy while overseeing a team of 43 finance professionals. Prior to Intuit, Ms. Thomas served as SVP, Finance and Corporate Controller of Sony Electronics where she was a member of the Sony Electronics Executive Committee. Before that, Ms. Thomas spent 20 years at Hewlett-Packard in several senior leadership positions. She began her career as a CPA at Arthur Andersen and holds a Bachelor of Arts degree from Boise State University.

Ms. Thomas succeeds Tim Wan, who joined RealNetworks in 2000 and has served as Chief Financial Officer and Treasurer since April 2012. Recently, Mr. Wan relocated to California for family reasons, and he will continue to report to CEO Glaser as a strategic advisor to help ensure a smooth transition. “Tim has done a terrific job as CFO, and has been a strong asset to Real during his 14 years here, especially as our CFO for the past nearly 3 years. I am grateful for Tim’s many contributions,” continued Glaser.

“I’m honored to have worked with such an amazing group at RealNetworks, and am very proud of our work over the last three years laying the foundation for future growth. I am confident that our excellent team will do a great job driving the business forward,” said Mr. Wan.

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.