Form 8-K

MOTRICITY, INC.

(Registrant)

July 1, 2011

/s/ Richard E. Leigh, Jr.

Richard E. Leigh, Jr.

  Senior Vice President, General
  Counsel and Corporate
  Secretary

0001193125-11-180742.txt : 20110701 0001193125-11-180742.hdr.sgml : 20110701 20110701163159 ACCESSION NUMBER: 0001193125-11-180742 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110629 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110701 DATE AS OF CHANGE: 20110701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTRICITY INC CENTRAL INDEX KEY: 0001336691 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 201059798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34781 FILM NUMBER: 11946794 BUSINESS ADDRESS: STREET 1: 601 108TH AVE NE STREET 2: SUITE 900 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-957-6200 MAIL ADDRESS: STREET 1: 601 108TH AVE NE STREET 2: SUITE 900 CITY: BELLEVUE STATE: WA ZIP: 98004 8-K 1 d8k.htm FORM 8-K Form 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): June 29, 2011

Motricity, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34781

20-1059798

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

601 108th Avenue Northeast

Suite 800

Bellevue, WA 98004

98004

(Address of Principal Executive Offices, including Zip Code)

(425) 957-6200

(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 June 29, 2011, the board of directors (the “Board”) of Motricity, Inc. (the “Company”) appointed James L. Nelson as a member of the Board to fill an existing vacancy on the Board. The Board has not yet determined Mr. Nelson’s committee assignments. Mr. Nelson’s compensation for serving on the Board will be consistent with the Company’s Non-Employee Director Compensation Policy, which is described in Amendment No. 1 to the Company’s Annual Report for the fiscal year ended December 31, 2010, filed on May 2, 2011. In addition, the Company expects to enter into an indemnification agreement with Mr. Nelson in substantially the form filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1, File No. 333-164471, filed January 22, 2010.

On June 30, 2011, Suzanne H. King, a member of the Board, resigned from her position as a director and as a member of the Company’s audit committee and governance and nominating committee, effective immediately. Her decision to resign was not as a result of any disagreement with the Company or its management.

In connection with Ms. King’s resignation, on June 30, 2011 the Board appointed Brett Icahn as a member of the Company’s audit committee to fill the vacancy left by Ms. King. Following Ms. King’s resignation, the governance and nominating committee, which previously consisted of four members, will now consist of three members.

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.