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 10, 2014

Glu Mobile Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33368	91-2143667
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Howard Street, Suite 300 San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 800-6100

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 February 10, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Glu Mobile Inc. (the “Company”) amended the Glu Mobile Inc. 2014 Executive Bonus Plan (the “Bonus Plan”) in order to make the goals for Matthew Ricchetti, the Company’s President of Studios, consistent with those of the Company’s other executive officers. The Committee determined that Mr. Ricchetti should have the same 2014 Annual Non-GAAP Revenues and 2014 Annual EBITDA goals as the Company’s other executive officers, which are based upon all non-GAAP revenues and Adjusted EBITDA generated by the Company in 2014. Previously, these goals for Mr. Ricchetti were based solely upon the non-GAAP revenues and operating profit generated by the Company studios under Mr. Ricchetti’s supervision, rather than by the financial results of the Company as a whole.

In addition, on February 10, 2014, the Compensation Committee amended the Bonus Plan to add Scott Leichtner, the Company’s Vice President and General Counsel, as a participant under the Bonus Plan. The target and maximum bonus amounts for Mr. Leichtner under the Bonus Plan are set forth in the table below:

Executive Officer	2014 Target Percentage			2014 Maximum Percentage			2014 Salary		2014 Target Bonus		2014 Maximum Bonus
Scott Leichtner		35	%		70	%	$	246,750	$	86,362.50	$	172,725

The foregoing description of the Bonus Plan, as amended, is qualified in its entirety by reference to the actual terms of the Bonus Plan, which is filed as Exhibit 99.01 to this report and is incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.01 Glu Mobile Inc. 2014 Executive Bonus Plan, as amended

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.

Date: February 14, 2014	GLU MOBILE INC.
	By:	/s/ Scott J. Leichtner
		Scott J. Leichtner
		Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.01	Glu Mobile Inc. 2014 Executive Bonus Plan, as amended.

EX-99.01

Exhibit 99.01

Glu Mobile Inc.

2014 Executive Bonus Plan

(Approved by the Compensation Committee on December 12, 2013 and Amended on February 10, 2014)

Effective Date:	December 13, 2012 for the 2014 fiscal year of Glu Mobile Inc. (the “Company”).
Eligibility:	1.      The following executive officers of the Company (the “Executive Officers”) are eligible to participate: •   Niccolo de Masi, the Company’s President and Chief Executive Officer; •   Eric Ludwig, the Company’s Executive Vice President and Chief Financial Officer; •   Chris Akhavan, the Company’s President of Publishing •   Matthew Ricchetti, the Company’s President of Studios; and •   Scott Leichtner, the Company’s Vice President and General Counsel. 2.      The Executive Officer must be employed by the Company on the date bonuses are paid to be eligible to receive a bonus.
Bonus Level:	Target bonus levels are a fixed percentage of the Executive Officer’s annual base salary as of December 31, 2014. The exact percentage is specified in the Executive Officer’s employment offer letter, or as subsequently modified by the Compensation Committee of the Board of Directors (the “Committee”). However, if an Executive Officer’s bonus level percentage is changed on or after July 1, 2014, then a weighted average calculation based on the date of the change will be utilized to calculate the Executive Officer’s bonus level percentage.
Frequency:	Awarded 100% on an annual basis.
Bonus Components:	For each of the Executive Officers other than Matthew Ricchetti, the total bonus is composed of the following two parts. •   50% of the bonus is awarded based on the Company achieving the 2014 Annual Non-GAAP Revenues goal; and •   50% of the bonus is awarded based on the Company achieving the 2014 Annual Adjusted EBITDA goal. For Mr. Ricchetti, the total bonus is composed of the following two parts. •   70% of the bonus is awarded based on the Company achieving the 2014 Annual Non-GAAP Revenues goal; and •   30% of the bonus is awarded based on the Company achieving the 2014 Annual Adjusted EBITDA goal. The two goals for each of the Executive Officers will be evaluated independently of each other. No bonuses will be paid with respect to a goal unless the Company achieves such goal at a specified minimum threshold (the “Minimum Threshold”). To the extent that the Company achieves the 2014 Annual Non-GAAP Revenues goal at a level equal to the Minimum Threshold, then each Executive Officer will receive a bonus that equals 50% of his target bonus amount for such goal. In addition, if the Company achieves the 2014 Annual EBITDA goal at a level equal to the Minimum Threshold, then each Executive Officer will receive a bonus that equals 10% of his target bonus amount for such goal. Accordingly, if the Company were to achieve both of his goals at a level equal to the Minimum Threshold, then each Executive Officer will receive a bonus that equals 60% of his target bonus.

	There are additive compensation components that provide for additional payouts on a straight-line basis if the Company exceeds the Minimum Threshold for either goal, with each Executive Officer eligible to receive a bonus of up to 100% of his target bonus for each of the two goals. However, in no event may any of the Executive Officers receive a bonus that exceeds 200% of his target bonus, regardless of the extent to which the Company exceeds the Minimum Threshold for either goal. In addition, because each goal is evaluated independently of each other, overachievement on one goal cannot compensate for underachievement on the other goal.
Payment Timing:	All bonus payments made under the Bonus Plan shall be made no later than March 15, 2015.
Amendments:	The Committee retains the authority to withdraw, amend, add to or terminate this Bonus Plan, or any portion of it, at any time in its sole discretion.
Employment Relationship:	Employment with the Company is at-will and participation in this Bonus Plan in no way constitutes an employment contract conferring either a right or obligation of continued employment.
Governing Law:	The Bonus Plan will be governed by and construed in accordance with the laws of the State of California.