0001558370-16-005990.txt : 20160513 0001558370-16-005990.hdr.sgml : 20160513 20160513170941 ACCESSION NUMBER: 0001558370-16-005990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160512 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160513 DATE AS OF CHANGE: 20160513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLU MOBILE INC CENTRAL INDEX KEY: 0001366246 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33368 FILM NUMBER: 161649427 BUSINESS ADDRESS: STREET 1: 500 HOWARD STREET, SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-800-6100 MAIL ADDRESS: STREET 1: 500 HOWARD STREET, SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 glu-20160512x8k.htm 8-K Form 8K Bonus Plan Amendement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8‑K

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: May 12, 2016

(Date of earliest event reported)

 

Glu Mobile Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

 

 

001‑33368

 

91‑2143667

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

 

 

500 Howard Street, Suite 300

San Francisco, California

 

 

94105

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

(415) 800‑6100

(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))

 

 

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

On May 12, 2016, the Compensation Committee of the Board of Directors (“Compensation Committee”) of Glu Mobile Inc. (“Glu”) amended the Glu Mobile Inc. Executive Bonus Plan (the “Bonus Plan”). The amendments to the Bonus Plan affect all participants in the Bonus Plan, which includes each of Glu’s named executive officers (“Executive Officers”).

 

The Compensation Committee amended the Bonus Plan to provide that any bonus earned by the Executive Officers under the Bonus Plan would be solely tied to the amount of Adjusted EBITDA generated by Glu in the fourth quarter of 2016 (“Q4-2016 Adjusted EBITDA”); previously 75% of the bonus was based on whether, and the extent to which, Glu achieved the 2016 Annual Non-GAAP Revenues goal and 25% was based on whether, and the extent to which, Glu achieved the 2016 Annual Adjusted EBITDA goal.  The Compensation Committee believed that Adjusted EBITDA profitability was the primary metric on which the Executive Officers should be focused and that Glu would be best positioned for success if it were able to generate significant Adjusted EBITDA profitability in Q4-2016 such that Glu would have substantial momentum heading into 2017. Adjusted EBITDA will be calculated as non-GAAP operating income excluding depreciation, and further excluding the impact of any acquisitions, divestitures and royalty impairments. Further, any bonuses that are paid pursuant to the Bonus Plan must be properly accrued prior to determination of Q4-2016 Adjusted EBITDA.

 

To the extent that Glu achieves the Q4-2016 Adjusted EBITDA goal at a level equal to the specified minimum threshold that has been established by the Compensation Committee (the “Minimum Threshold”), then each Executive Officer will receive a bonus that equals 10% of his maximum bonus amount.  If Glu generates Q4-2016 Adjusted EBITDA in excess of the Minimum Threshold, then each Executive Officer will be eligible to receive a larger bonus, which bonus can reach up to 100% of his maximum bonus amount if Glu generates Q4-2016 Adjusted EBITDA equal to or greater than the maximum threshold that has been established by the Compensation Committee (the “Maximum Threshold”).  To the extent that Glu generates Q4-2016 Adjusted EBITDA between the Minimum Threshold and the Maximum Threshold, each Executive Officer’s bonus will be between 10% and 100% of his maximum bonus amount calculated based on a linear interpolation.

 

The foregoing description of the amended and restated Bonus Plan is qualified in its entirety by reference to the actual terms of the amended and restated 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       Amended and Restated Glu Mobile Inc. 2016 Executive Bonus Plan

 

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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.

 

 

 

 

 

 

 

 

Glu Mobile Inc.

 

 

 

 

 

 

 

 

Date:  May 13, 2016

 

By:

/s/ Scott J. Leichtner

 

 

Name:

Scott J. Leichtner

 

 

Title:

Vice President and General Counsel

 

 

 

 

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EXHIBIT INDEX

 

Amended

 

 

Exhibit
No.

 

Description

 

 

 

99.01

 

Amended and Restated Glu Mobile Inc. 2016 Executive Bonus Plan.

 

 

 

4

EX-99.01 2 glu-20160512ex9901a9916.htm EX-99.01 Exhibit 99 01 to Form 8-K Bonus Plan Amendment

Exhibit 99.01

 

Glu Mobile Inc.

Amended and Restated 2016 Executive Bonus Plan

(Approved by the Compensation Committee on May 12, 2016)

 

 

 

Effective Date:

December 22, 2015 for the 2016 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, Chief Operating Officer and Chief Financial Officer;

     Chris Akhavan, the Company’s Chief Revenue Officer;

     Nick Earl, the Company’s President of Global Studios;

     Tim Wilson, the Company’s Chief Technology Officer; 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, 2016. 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”).

Frequency:

Awarded 100% on an annual basis.

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Bonus Components:

For each of the Executive Officers, the total bonus is entirely dependent on whether, and to the extent, the Company achieves the Q4-2016 Adjusted EBITDA goal.

No bonuses will be paid unless the Company achieves the Q4-2016 Adjusted EBITDA goal at a specified minimum threshold that has been established by the Committee (the “Minimum Threshold”).  Q4-2016 Adjusted EBITDA will be calculated as non-GAAP operating income excluding depreciation, and further excluding the impact of any acquisitions, divestitures and royalty impairments. Further, any bonuses that are paid pursuant to this Bonus Plan must be properly accrued prior to determining Q4-2016 Adjusted EBITDA.

To the extent that the Company achieves the Q4-2016 Adjusted EBITDA goal at a level equal to the Minimum Threshold, then each Executive Officer will receive a bonus that equals 10% of his maximum bonus amount.  If the Company generates Q4-2016 Adjusted EBITDA in excess of the Minimum Threshold, then each Executive Officer will be eligible to receive a larger bonus, which bonus can reach up to 100% of his maximum bonus amount if the Company generates Q4-2016 Adjusted EBITDA equal to or greater than the maximum threshold that has been established by the Compensation Committee (the “Maximum Threshold”).  To the extent that the Company generates Q4-2016 Adjusted EBITDA between the Minimum Threshold and the Maximum Threshold, each Executive Officer’s bonus will be between 10% and 100% of his maximum bonus amount calculated based on a linear interpolation.

The Executive Officers are eligible to receive bonuses of up to the following maximum target bonus percentages for maximum achievement on the Q4-2016 Adjusted EBITDA goal:

     Mr. de Masi – 500%;

     Mr. Ludwig – 200%;

     Mr. Akhavan – 200%;

     Mr. Earl – 100%;

     Mr. Wilson – 100%; and

     Mr. Leichtner – 100%.

 

 

Payment Timing:

All bonus payments made under the Bonus Plan shall be made no later than March 15, 2017.

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.

 

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