0001046327-20-000026.txt : 20200417 0001046327-20-000026.hdr.sgml : 20200417 20200417160143 ACCESSION NUMBER: 0001046327-20-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200417 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20200417 DATE AS OF CHANGE: 20200417 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: 20799664 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-kapr2020.htm 8-K ITEM 5.02 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) April 15, 2020
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))
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
 
Title of each class
 
Trading
symbol(s)
 
Name of each exchange
on which registered
Common stock, par value $0.001 per share
 
RNWK
 
The NASDAQ Stock Market
Preferred Share Purchase Rights
 
RNWK
 
The NASDAQ Stock Market
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.

Chief Financial Officer Transition

RealNetworks announced on March 25, 2020 that Judd Lee was hired as a Senior Vice President and would become Chief Financial Officer during the second quarter, replacing Interim Chief Financial Officer Michael Ensing. The company has determined that the effective date of the transition will be April 20, 2020.

Board Committee Leadership Changes

Effective April 17, 2020, the Board of Directors named Erik Prusch as Chair of the Audit Committee and Bruce Jaffe as Chair of the Compensation Committee. Other committee appointments were made resulting in the following composition as of April 17, 2020:

Audit Committee
 
Compensation Committee
 
Nominating & Corporate Governance Committee
 
 
 
 
 
Erik Prusch, Chair
 
Bruce Jaffe, Chair
 
Dawn Lepore, Chair
Christopher Jones
 
Dawn Lepore
 
Bruce Jaffe
Michael Slade
 
 
 
 
Tim Wan
 
 
 
 

Director Departure

On April 15, 2020, Janice Roberts provided notice of her resignation as a director of RealNetworks, Inc., effective on April 17, 2020. Having served on the RealNetworks Board of Directors for nearly ten years, Ms. Roberts completed three full three-year terms during her tenure. Her decision to leave the Board was not due to any disagreement with the company on any matter relating to RealNetworks’ operations, policies or practices.








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: April 17, 2020