0001046327-19-000045.txt : 20191209 0001046327-19-000045.hdr.sgml : 20191209 20191209161942 ACCESSION NUMBER: 0001046327-19-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191209 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191209 DATE AS OF CHANGE: 20191209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALNETWORKS INC CENTRAL INDEX KEY: 0001046327 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 911628146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37745 FILM NUMBER: 191275473 BUSINESS ADDRESS: STREET 1: 1501 FIRST AVENUE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: 2066742700 MAIL ADDRESS: STREET 1: 1501 FIRST AVENUE SOUTH STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98134 8-K 1 a8-kboardofdirectorsdec2019.htm 8-K Document



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) December 3, 2019

RealNetworks, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Washington
 
001-37745
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company
 o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o







Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2019, the Board elected Tim Wan and Erik E. Prusch to serve as members of the Company's Board of Directors, effective immediately.

Tim Wan, age 49, is the Chief Financial Officer at Asana, Inc., a privately held company that develops and offers a SaaS-based work management platform.  Previously, Mr. Wan served as Chief Financial Officer of Apigee Corporation, a cloud-based API management and predictive analytics software provider, from March 2015 until its sale to Google, Inc. in November 2016.  From 2000 to February 2015, Mr. Wan held various positions at RealNetworks, most recently serving as its Senior Vice President, Chief Financial Officer and Treasurer beginning April 2012. Mr. Wan holds a B.A. in economics from the University of California, Los Angeles and an M.B.A. from the University of Southern California.

Erik E. Prusch, age 52, was most recently the chief executive officer at Harland Clarke Holdings Corp., a provider of integrated payment solutions and integrated marketing services, a position he held from January 2019 through March 2019.  Previously, Mr. Prusch served as chief executive officer and a member of the board of directors of Outerwall Inc. (formerly, Coinstar, Inc.), a provider of automated retail solutions, from July 2015 until its sale to a private equity firm in September 2016.  Mr. Prusch also served as interim president, Redbox Automated Retail, LLC, a wholly-owned subsidiary of Outerwall, beginning December 2015. Previously, Mr. Prusch served as chief executive officer of NetMotion Wireless, Inc. from January 2014 to November 2014 and of Lumension Security, Inc. from May 2014 to November 2014, both providers of mobile and enterprise security products and services. He also served as an advisor to Clearlake Capital, a private equity fund, from January 2014 to November 2014. Prior to that, Mr. Prusch served as chief executive officer and president of Clearwire Corporation, a provider of 4G wireless broadband services, from August 2011 until July 2013, as its chief operating officer from March 2011 to August 2011, and as its chief financial officer from August 2009 to March 2011; he served as a member of the board of directors of Clearwire from February 2012 to July 2013. Before that, Mr. Prusch served as president and chief executive officer of Borland Software Corporation, a provider of enterprise software tools and solutions, from December 2008 to July 2009 and as its chief financial officer from November 2006 to December 2008. Previous to Borland, Mr. Prusch served in various finance roles at Intuit Inc., a provider of business and financial management solutions software; Identix Incorporated, a provider of identification and authentication platforms and solutions; and Gateway Computers, a computer hardware company. He began his career at Touche Ross, an accounting firm, and PepsiCo, a food and beverage processing company. Mr. Prusch holds a Bachelor’s Degree from Yale University and an M.B.A. from the NYU’s Stern School of Business.

A description of the compensation payable to each of Mr. Wan and Mr. Prusch for his services as a director is set forth under the caption "Compensation of Directors" in the RealNetworks definitive proxy statement dated September 20, 2019. The Nominating and Corporate Governance Committee expects to make a recommendation regarding committee membership for each of Mr. Wan and Mr. Prusch no later than January 2020. No arrangement or understanding exists between either of Mr. Wan or Mr. Prusch and any other person pursuant to which he was selected as a director.

Item 7.01. Regulation FD.

The RealNetworks press release dated December 9, 2019 announcing the election of two new directors to the RealNetworks Board of Directors 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
 
 
 






 
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: December 9, 2019
 





 EX-99.1 2 wanandpruschpressrelease.htm EXHIBIT 99.1 Exhibit





RealNetworks Appoints Tim Wan and Erik Prusch to its Board of Directors
SEATTLE, December 9, 2019 -- RealNetworks, Inc. (Nasdaq: RNWK) today announced that Tim Wan and Erik Prusch have been appointed to the Company’s Board of Directors.
“We’re delighted to add two excellent new directors to the RealNetworks Board,” said Rob Glaser, RealNetworks’ Chairman and CEO.
Mr. Wan is currently the Chief Financial Officer at Asana, Inc., a privately held company that develops and offers a SaaS-based work management platform. He has also served as Chief Financial Officer of Apigee Corporation, a cloud-based API management and predictive analytics software provider, helping to lead the company through its IPO and sale to Google in November 2016. Previously, he spent 15 years at RealNetworks, the latter three years as Chief Financial Officer. Mr. Wan holds a B.A. in economics from the University of California, Los Angeles and an M.B.A. from the University of Southern California.
“It’s an honor to rejoin RealNetworks,” said Wan. “I am incredibly excited to work with the management team and the Board on accelerating the company’s growth initiatives in SAFR and Games and revitalizing its other businesses.”
Mr. Prusch has served as Chief Executive Officer at several companies, including Harland Clarke Holdings Corp., a provider of integrated payment solutions and integrated marketing services; Outerwall Inc. (formerly, Coinstar, Inc.), a provider of automated retail solutions; NetMotion Wireless, Inc., and Lumension Security, Inc., both providers of mobile and enterprise security products and services; Clearwire Corporation, a provider of 4G wireless broadband services; and Borland Software Corporation, a provider of enterprise software tools and solutions. He has also served in senior finance and operations roles at these and other companies, as well as having served on multiple other boards of directors. Mr. Prusch holds a Bachelor’s Degree from Yale University and an M.B.A. from NYU’s Stern School of Business.
“I’ve been impressed with Real’s compelling long-term growth prospects and its promising early results with its SAFR facial and object recognition platform,” said Prusch. “I look forward to joining the RealNetworks Board and helping Real continue to move forward.”
“It is a sincere pleasure to welcome Tim back to the RealNetworks family,” Glaser continued. “The Board will greatly benefit from his deep knowledge of the Company as well as his strong financial and business experience. I’m equally delighted to have Erik join our Board. Erik brings great value to the Board with over 25 years of executive experience, having successfully led several technology and consumer-facing businesses through periods of innovation and adaptation.”
With the appointment of Mr. Wan and Mr. Prusch, the RealNetworks Board will now have a total of eight directors.

About RealNetworks
Building on a legacy of digital media expertise and innovation, RealNetworks has created a new generation of products that employ best-in-class artificial intelligence and machine learning to enhance

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and secure our daily lives. SAFR (www.safr.com) is the world’s premier facial recognition platform for live video. Leading in real-world performance and accuracy as evidenced in testing by NIST, SAFR enables new applications for security, convenience, and analytics. For information about our other products, visit www.realnetworks.com.

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.

For More Information:
Investor Relations for RealNetworks
Kimberly Orlando, Addo Investor Relations
310-829-5400
IR@realnetworks.com
RNWK-F


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