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) November 30, 2012
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.) |
2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(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 November 30, 2012, the Board of Directors of RealNetworks, Inc. elected Michael T. Galgon to fill a vacancy on the Board. Mr. Galgon will also serve as a member of RealNetworks’ Compensation Committee.
Mr. Galgon, age 45, has served as a director of Market Leader, Inc. (formerly HouseValues, Inc.), a provider of online technology and marketing solutions for real estate professionals, since April 2010. He served as Chief Advertising Strategist for Microsoft Corporation from August 2007 until January 2009. In 1997, Mr. Galgon co-founded aQuantive, Inc. (formerly Avenue A, Inc.), an internet media company, where he served in various roles, most recently as Chief Strategy Officer, from 1997 until the sale of aQuantive to Microsoft in August 2007. Prior to founding aQuantive, Mr. Galgon served as a full-time volunteer with AmeriCorps VISTA from October 1994 to October 1995 and as an officer in the U.S. Navy from 1990 to 1994. Mr. Galgon also currently serves as a director of several privately-held companies and of Global Partnerships, a Seattle-based nonprofit microfinance organization. Mr. Galgon holds an M.B.A. from the Harvard Business School and an A.B. in economics from Duke University.
A description of the compensation payable to Mr. Galgon for his services as a director and a Compensation Committee member is set forth under the caption “Compensation of Directors” in RealNetworks’ definitive proxy statement dated September 21, 2012. In addition, on November 30, 2012, Mr. Galgon was awarded an option to purchase 5,729 shares and restricted stock units valued at $41,250 on the award date, which awards are based on the anticipated number of completed months of service leading up to the one-year anniversary date of the Company’s 2012 annual meeting of shareholders.
Item 7.01. Regulation FD Disclosure.
RealNetworks’ press release dated December 4, 2012 announcing Mr. Galgon’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 December 4, 2012 | |
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: December 4, 2012
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of RealNetworks, Inc. dated December 4, 2012. | |
Exhibit 99.1
December 4, 2012
RealNetworks Appoints Michael T. Galgon to Board of Directors
SEATTLE, December 4, 2012 — RealNetworks, Inc. (Nasdaq: RNWK) today announced that Michael T. Galgon has been appointed to the company’s Board of Directors.
“Mike is one of the more accomplished technology entrepreneurs in Seattle’s history,” said Rob Glaser, RealNetworks’ Chairman and interim CEO. “We look forward to tapping into his deep understanding of digital media, advertising, and e-commerce as we revitalize RealNetworks and return the company to the forefront of digital media.”
In 1997, Mr. Galgon, 45, co-founded aQuantive Inc., and played a leadership role in the company for a decade. aQuantive was purchased by Microsoft Corp. in 2007 for approximately $6 billion. He served as Chief Advertising Strategist for Microsoft from August 2007 until January 2009. Mr. Galgon has served as a director of Market Leader, Inc. (formerly HouseValues, Inc.) since April 2010. Mr. Galgon holds an M.B.A. from the Harvard Business School and an A.B. in economics from Duke University.
“RealNetworks has tremendous technology assets and human capital as well as the financial capability to vigorously pursue emerging opportunities in digital media,” said Mr. Galgon. “I look forward to working with the management team and the rest of the board of RealNetworks as Real develops great new products and services that create shareholder value.”
With Mr. Galgon’s appointment, the number of directors on RealNetworks’ Board remains at 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.
Forward Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to RealNetworks’ prospects for future value creation. More information about potential risk factors that could affect RealNetworks’ business and financial results is included in RealNetworks’ annual report on Form 10-K for the most recent year ended December 31, and its quarterly reports on Form 10-Q and, from time to time, in other reports filed by RealNetworks with the Securities and Exchange Commission. Actual results may differ materially from estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.
Contact:
Marj Charlier
VP-IR at RealNetworks
206-225-6785