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): February 11, 2013

RealD Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34818	77-0620426
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 N. Crescent Drive, Suite 200 Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

(310) 385-4000

(Registrant’s telephone number, including area code)

N/A

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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.

(d)On February 7, 2013, RealD Inc. (the “Company”) elected Laura J. Alber to serve on the Board of Directors (the “Board”).

Ms. Alber has been elected to serve as a Class I member of the Board commencing February 7, 2013 until the Company’s 2014 annual meeting of stockholders in the summer of 2014 or until her earlier resignation or removal. There was no arrangement or understanding between Ms. Alber and any other person pursuant to which Ms. Alber was selected as a director. Ms. Alber was not appointed to any of the Board’s committees, but will be considered for committee assignments when committee membership is next re-constituted.

In accordance with the Company’s non-employee director compensation program (as described in previously filed proxy materials in connection with the Company’s 2012 annual meeting of stockholders) upon the commencement of Ms. Alber’s service on the Board, Ms. Alber will receive a special one-time restricted stock unit award under the RealD Inc. 2010 Stock Incentive Plan (the “2010 Plan”) for the number of shares equal to $50,000, at a price per share equal to the Company’s stock on the grant date subject to vesting, and in connection with Ms. Alber’s service as a member of the Board, she will be granted an annual restricted stock unit award under the 2010 Plan for the number of shares equal to $135,000 at a price per share equal to the Company’s stock price on the grant date subject to vesting, with her first grant being pro-rated at $67,500 based on the date of her commencement of service on the Board through the date of the Company’s 2013 annual meeting of stockholders.  Thereafter, Ms. Alber will continue to receive equity compensation awards in accordance with the Company’s non-employee director compensation program.  Ms. Alber will also receive an annual cash retainer equal to $35,000 in connection with her service on the Board, with her first annual cash retainer being pro-rated based on the date of her commencement of service on the Board through the date of the Company’s 2013 annual meeting of stockholders.

The election of Ms. Alber was announced in a press release, which is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Announcement, dated February 11, 2013, entitled “RealD Appoints Williams-Sonoma CEO Laura J. Alber to its Board of Directors”.

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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.

RealD Inc.
By:	/s/ Craig Gatarz
	Craig Gatarz
	Executive Vice President, General Counsel and Secretary

Date:  February 11, 2013

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EX-99.1

Exhibit 99.1

RealD Appoints Williams-Sonoma CEO

Laura J. Alber to its Board of Directors

LOS ANGELES (February 11, 2013) - RealD Inc. (NYSE: RLD), a leading global licensor of 3D technologies, today announced the appointment of Laura J. Alber to RealD’s Board of Directors, as a Class I director.  Alber currently serves as President and Chief Executive Officer of Williams-Sonoma, Inc., and has been a member of its Board of Directors since 2010.

Michael V. Lewis, Chairman and Chief Executive Officer of RealD commented, “Laura is the visionary leader responsible for establishing many of Williams-Sonoma’s growth strategies, including expansion of the Pottery Barn brand and launching the Pottery Barn Kids, Pottery Barn Bed + Bath, and PBteen brands.  Her proven expertise in brand management and marketing will provide valuable counsel to RealD as we further establish RealD’s brand as a global leader in visual technologies.”

“RealD is widely known for its premium visual experience in cinema and I see great potential applications for RealD technology across consumer electronics, retail and beyond,” said Alber. “I look forward to working with Michael, the other members of RealD’s Board of Directors and the senior management team to capitalize on the many growth opportunities ahead.”

Alber, who was appointed CEO in 2010, joined Williams-Sonoma in 1995 as a Senior Buyer for the Pottery Barn brand, and since that time, has held numerous brand management and executive leadership roles, including President, Williams-Sonoma, Inc.; President, Pottery Barn Brands; Executive Vice President, Pottery Barn Merchandising; and Senior Vice President, Pottery Barn Catalog and Pottery Barn Kids Retail.   Alber has led the company’s global expansion as well as its rapid growth and profitability in eCommerce by combining lifestyle brand merchandising with powerful, data driven analytics.

She received a B.A. in Psychology from the University of Pennsylvania.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking information and statements, including but not limited to: statements about RealD’s expectations regarding the changes in its board of directors and management team; statements concerning anticipated future financial and operating performance; RealD’s ability to continue to derive substantial revenue from the licensing of RealD’s 3D technologies for use in the

motion picture industry, as well as RealD’s relationships with consumer electronics manufacturers and its ability to generate substantial revenue from the licensing of RealD’s 3D technologies for use in the 3D consumer electronics market; 3D motion picture releases and conversions scheduled in the future, their commercial success and consumer preferences; our ability to increase the number of RealD-enabled screens in domestic and international markets and market share; our ability to supply our solutions to our customers on a timely basis; RealD’s relationships with its exhibitor and studio partners and the business model for 3D eyewear in North America; the progress, timing and amount of expenses associated with RealD’s research and development activities; market and industry trends, including growth in 3D content; RealD’s projected operating results; and competitive pressures in domestic and international markets. These statements are based on our management’s current expectations and beliefs, as well as a number of assumptions concerning future events. Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside management’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. RealD’s Annual Report on Form 10-K for the twelve months ended March 23, 2012, RealD’s Quarterly Report on Form 10-Q for the third fiscal quarter ended December 31, 2012 and other documents filed with the SEC include a more detailed discussion of the risks and uncertainties that may cause actual results to differ materially from the results discussed in the forward-looking statements.

RealD undertakes no obligation to update publicly the information contained in this press release, or any forward-looking statements, to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

About RealD Inc.

RealD is a leading global licensor of 3D technologies. RealD’s extensive intellectual property portfolio is used in applications that enable a premium 3D viewing experience in the theater, the home and elsewhere. RealD licenses its RealD Cinema Systems to motion picture exhibitors that show 3D motion pictures and alternative 3D content. RealD also provides its RealD Display, active and passive eyewear, and RealD Format technologies to consumer electronics manufacturers and content producers and distributors to enable the delivery and viewing of 3D content. RealD’s cutting-edge technologies have been used for applications such as piloting the Mars Rover.

RealD was founded in 2003 and has offices in Beverly Hills, California; Boulder, Colorado; London, United Kingdom; Moscow, Russia; Shanghai, China; Hong Kong; and Tokyo, Japan. For more information, please visit our website at www.reald.com.

© 2013 RealD Inc. All Rights Reserved.

Investor Contact:

Erik Randerson, CFA

424-702-4317

eranderson@reald.com

Media Contact:

Rick Heineman

310-385-4020

rheineman@reald.com