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)

May 20, 2022

Quotient Technology Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-36331	77-0485123
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(Address of principal executive offices)

(650) 605-4600

(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 (see General Instruction A.2. below):

☐ 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, $0.00001 par value per share	QUOT	New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

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

CEO Transition

On May 20, 2022, Steven Boal notified Quotient Technology Inc. (the “Company” or “Quotient”) of his resignation as Chief Executive Officer of the Company, effective on that date. As previously disclosed, Mr. Boal’s departure from his Chief Executive Officer role was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Boal will remain an employee and director of the Company until the conclusion of the 2022 annual meeting of stockholders.

On May 24, 2022, the Company appointed Matthew Krepsik as the Company’s new Chief Executive Officer. The Company previously announced, in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2022, that Mr. Krepsik would be assuming the role of Chief Executive Officer following Mr. Boal’s retirement from that role.

There are no family relationships between Mr. Krepsik and any director or executive officer of the Company, and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Krepsik’s compensation as CEO will be determined at a later time.

Departure of Director

On May 24, 2022, Steve Horowitz notified the Company of his intention to resign from the Company’s Board of Directors (the “Board”) effective June 3, 2022 for personal health reasons. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Director

On May 24, 2022, the Board appointed Kimberly Anstett to serve as a member of the Board effective June 4, 2022. Ms. Anstett will take Mr. Horowitz’s place as a Class I director, with a term expiring at the Company’s 2024 annual meeting of stockholders. Ms. Anstett has also been appointed to the Nominating and Corporate Governance Committee of the Board. The Board has determined that Ms. Anstett is an independent director under the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.

Ms. Anstett, 49, is an accomplished technology executive with more than 25 years of experience scaling businesses through strategy execution and transformation. Since May 2019, Ms. Anstett has served as Executive Vice President and Chief Technology Officer of Iron Mountain Inc., an enterprise information management services company, where she leads its product engineering and enterprise technology digital transformation to accelerate growth and increase profitability. Prior to joining Iron Mountain, from May 2014 to April 2019, Ms. Anstett served as the Chief Information Officer for Nielsen, a world-renowned marketing and consumer intelligence enterprise that provides critical research, data and strategic insights about consumer behavior. At Nielsen, she led cybersecurity programs focused on securing end-to-end business operations and protecting enterprise and customer data. She also designed and led strategic partnership programs with many of the largest global partners at Nielsen. Ms. Anstett received a B.S. in Science, Electrical Engineering from Tufts University.

In connection with her service as a director and consistent with the Company’s director compensation policy (the “Director Compensation Policy”) in effect on the date of her appointment, Ms. Anstett will receive the Company’s standard non-employee director cash and equity compensation, including an initial award of restricted stock units with the number of restricted stock units equal to $250,000 divided by the closing price of the Company’s stock on the fifth trading day of the month immediately following the month in which Ms. Anstett became a director. Starting on the date of the Company’s 2022 annual meeting and subject to her continued service on the date of grant, Ms. Anstett will also receive an annual equity award consistent with the terms of the Director Compensation Policy, as then in effect. Ms. Anstett will receive an annual cash retainer of $37,500 for her service as a director and $3,500 for her membership on the Company’s Nominating and Corporate Governance Committee, to be paid in quarterly installments for the immediately preceding fiscal quarter and pro-rated for the first fiscal quarter during which she serves as a director based on the number of days served after the effective date of her appointment.

In connection with her appointment, Ms. Anstett and the Company will enter into the Company’s standard form of director indemnity agreement (the “Indemnity Agreement”). In addition to the indemnification required in the Company’s amended and restated certificate of incorporation and amended and restated bylaws, the Indemnity Agreement generally provides for the indemnification of Ms. Anstett for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against her by reason of the fact that she is or was serving in such capacity, to the extent indemnifiable under the law.

The foregoing description is qualified in its entirety by the full text of the form of Indemnity Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-193692) filed with the SEC on February 14, 2014 and which exhibit is incorporated by reference herein.

There are no arrangements or understandings between Ms. Anstett and any other persons pursuant to which Ms. Anstett was elected as a director. In addition, Ms. Anstett has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Upon the effectiveness of Ms. Anstett’s appointment as a Class I director and Mr. Horowitz’s resignation from the Board, the Board has three directors serving in Class I (Kimberly Anstett, Alison Hawkins and Eric D. Higgs) whose term expires at the Company’s 2024 annual meeting date; three directors serving in Class II (Steven Boal, Robert McDonald and Matthew O’Grady) whose term expires at the Company’s 2022 annual meeting date; and four directors serving in Class III (Andrew Gessow, Lorraine Hariton, David Oppenheimer and Joseph Reece) whose term expires at the Company’s 2023 annual meeting date.

Item 7.01. Regulation FD Disclosure.

On May 24, 2022, the Company issued a press release which included information regarding the appointment of Mr. Krepsik as Chief Executive Officer, the appointment of Ms. Anstett as director and the departure of Mr. Horowitz as director.

A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated May 24, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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.

Quotient Technology Inc.
By:	/s/ Connie Chen
	Connie Chen
	General Counsel, Compliance Officer and Secretary

Date: May 24, 2022

EX-99.1

Exhibit 99.1

Quotient Appoints Kimberly Anstett to its Board of Directors

Matt Krepsik to assume CEO Role, Effective Immediately

SALT LAKE CITY, Utah—May 24, 2022 – Quotient Technology Inc. (NYSE: QUOT) (“Quotient” or the “Company”), the leading digital media and promotions technology company, today announced that it has appointed Kimberly Anstett to the Company’s Board of Directors, effective June 4, 2022, and Steve Horowitz will step down from the Board for personal health reasons, effective June 3, 2022. Ms. Anstett will replace Mr. Horowitz as a Class I director.

Ms. Anstett is a seasoned technology executive with more than 25 years of experience growing businesses through strategic execution and transformation. She has extensive expertise in developing and deploying innovative global products, leading cybersecurity programs and designing and leading strategic partnership programs. She currently serves as Chief Technology Officer at Iron Mountain, where she has accelerated growth and improved profitability by transforming its innovative digital product solutions with the Company’s cloud-based content services platform.

“We are pleased to welcome an accomplished technology executive of Kim’s caliber to the Board,” said Robert McDonald, Chair of Quotient. “We believe the Board and Quotient will greatly benefit from her cybersecurity expertise and proven ability to drive digital transformations and scale businesses, as we continue to transform our business and strengthen our platform to deliver greater value to our partners and our shareholders.”

Mr. McDonald continued, “In addition, we want to thank Steve Horowitz for his years of service and contributions as a Board member. We wish him all the best.”

“I look forward to working with Kim and believe she will bring valuable insights to Quotient, as we further our efforts to evolve Quotient from a transactional services business to a scalable promotions network and retail media platform,” added Matt Krepsik, CEO.

“I am excited to join the Quotient Board during this important period in its transformation,” said Ms. Anstett. “I believe Quotient is uniquely positioned in its industry with a strong product portfolio and valuable partner platforms. I look forward to working closely with the Board and the new management team to leverage my technology and strategic expertise to further strengthen the Company’s offerings, drive strong results and deliver enhanced value to all Quotient stakeholders.”

Quotient also announced that effective May 20, 2022, Steven Boal stepped down as CEO, in light of Mr. Boal’s determination that the CEO transition has proceeded smoothly and that Matt Krepsik was ready to succeed Mr. Boal. Mr. Boal will remain an employee and director of Quotient until the conclusion of the upcoming 2022 Annual Meeting.

About Kimberly Anstett

Kim Anstett, 49, is an accomplished technology executive with more than 25 years of experience scaling businesses through strategy execution and transformation. Since May 2019, Ms. Anstett has served as Executive Vice President and Chief Technology Officer of Iron Mountain Inc. (“Iron Mountain”), where she leads its product engineering and enterprise technology digital transformation to accelerate growth and increase profitability. Prior to joining Iron Mountain, Kim served as the Chief Information Officer for Nielsen from May 2014 to April 2019, where she led cybersecurity programs focused on securing end-to-end business operations and protecting enterprise and customer data. She also designed and led strategic partnership programs with many of the largest global partners at Nielsen. Ms. Anstett received a B.S. in Science, Electrical Engineering from Tufts University.

About Matthew Krepsik

Mr. Krepsik, 40, served as Chief Technology Officer for Quotient beginning June 2021, leading the company’s strategy and insights team, engineering, product management, business development and media strategy business and enabling advertisers and retailers to deliver high performing, data-driven marketing strategies fueled by powerful insights into consumer purchase behavior. Mr. Krepsik also assumed charge of the IT function for Quotient during his tenure as Chief Technology Officer. Prior to his promotion to Chief Technology Officer, Mr. Krepsik served as Quotient’s Chief Analytics Officer from April 2021 through June 2021. Prior to joining Quotient, Mr. Krepsik served for more than 15 years in various managerial roles at Nielsen, where he led attribution, media planning and activation products, most recently as Senior Vice President and General Manager of Outcomes Products from 2019 to 2021, in which he led Nielsen’s development and deployment of attribution, media planning and activation products. Mr. Krepsik’s other positions at Nielsen included Global Head of Analytics Products (2016-2019), Executive Director of Analytics Asia-Pacific, Middle East and Africa (2012-2016), and Vice President, Analytics North America (2006-2012). He also had an integral role in Nielsen’s strategic review process, which culminated in the sale of its NielsenIQ business to Advent International for $2.7 billion. Mr. Krepsik’s academic career includes coursework at the London School of Economics and Economics Bachelors and Master’s degrees from Marshall and Miami University, respectively.

About Quotient Technology Inc.

Quotient Technology (NYSE: QUOT) is the leading digital media and promotions technology company for advertisers, retailers and consumers. Quotient’s omnichannel platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales.

Quotient partners with leading advertisers, publishers and retailers, including Clorox, Procter & Gamble, General Mills, Unilever, CVS, Dollar General, Peapod Digital Labs, a company of Ahold Delhaize USA, Amazon and Microsoft. Quotient is headquartered in Salt Lake City, Utah, and has offices across the US as well as in Bangalore, Paris, London and Tel Aviv. For more information visit www.quotient.com.

Quotient and the Quotient logo are trademarks or registered trademarks of Quotient Technology Inc. and its subsidiaries in the United States and other countries. Other marks are the property of their respective owners.

Additional Information and Where to Find It

The Company intends to file a definitive proxy statement on Schedule 14A, an accompanying proxy card and other relevant documents with the Securities and Exchange Commission (“SEC”) in connection with its solicitation of proxies from the Company’s stockholders for the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by the Company with the SEC when they become available at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “SEC Filings” section of the Company’s Investor Relations website at https://investors.quotient.com or by contacting the Company’s Investor Relations Department at ir@quotient.com.

Certain Information Regarding Participants to the Solicitation

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at the Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company is included in the Company’s proxy statement on Schedule 14A for its 2021 annual meeting of stockholders, filed with the SEC on April 22, 2021, the Company’s Annual Report on Form 10-K

for the year ended December 31, 2022, filed with the SEC on March 1, 2022, as amended by the Company’s Form 10-K/A filed with the SEC on April 29, 2022, and in the Company’s Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of the Company’s directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ significantly from expectations due to various risks and uncertainties including, but not limited to, the factors described in the Risk Factors section of Quotient’s most recently filed Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022, as amended on April 29, 2022, and as from time to time updated in Quotient’s Quarterly Reports on Form 10-Q. These documents are available in the “SEC Filings” section of Quotient’s Investor Relations website at https://investors.quotient.com. You are cautioned not to place undue reliance on Quotient’s forward-looking statements, which speak only as of the date of this communication. Except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events, new information or circumstances occurring after the date of this communication.

Investor Relations:

Marla Sims

Vice President of Investor Relations

Phone: 650-396-8734

ir@quotient.com

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