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): March 31, 2015 (March 25, 2015)
Tremor Video, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35982 |
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20-5480343 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
53 West 23rd Street |
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New York, New York |
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10010 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (646) 723-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
Items 5.02 (b) and (e)
On March 31, 2015, Tremor Video, Inc. (the Company) announced that Todd Sloan will step down as Chief Financial Officer and Treasurer on May 31, 2015.
On March 25, 2015, the Company entered into a transition agreement with Mr. Sloan (the Transition Agreement) to govern the terms of his transition. The Transition Agreement provides that Mr. Sloan will continue to serve as the Companys Chief Financial Officer and Treasurer through May 31, 2015. From June 1, 2015 through July 1, 2015 (the Transition Period), Mr. Sloan will continue as an employee of the Company and then will transition to the role of a strategic advisor until August 15, 2015. Mr. Sloan may terminate his employment during the Transition Period provided that such termination may not be earlier than June 15, 2015. Mr. Sloans Separation Date for purposes of the Transition Agreement is the earlier of (i) July 1, 2015 or (ii) the date that Mr. Sloan terminates his employment during the Transition Period, if at all.
The Transition Agreement provides as follows:
· Through the Separation Date, Mr. Sloan will receive his current annual base salary;
· Mr. Sloan will be entitled to a 50% portion of his fiscal 2015 annual incentive bonus, payable at the time of his separation from the Company;
· Mr. Sloan will be entitled to participate in Company employee benefit plans until the Separation Date;
· The Company will reimburse Mr. Sloan for his COBRA premium until the earlier of (i) 12 months from the Separation Date, and (ii) the date after January 1, 2016 when Mr. Sloan becomes eligible for coverage by another employer;
· Mr. Sloan will continue to vest in his equity awards throughout his employment. Following the Separation Date, Mr. Sloans equity will be treated in accordance with their terms, except that 25% of the otherwise unvested restricted stock units granted to Mr. Sloan in February 2014 and February 2015 will vest on the Separation Date and Mr. Sloan shall be permitted up to five years to exercise certain of his outstanding options;
· Subject to Mr. Sloans compliance with the terms of the Transition Agreement, he will (i) continue to receive his base salary in accordance with the Companys normal payroll practices for a period of 6 months from the Separation Date; and (ii) receive a one-time bonus equal to Mr. Sloans base salary for 6 months on or about the Separation Date.
Mr. Sloan will be bound by a confidentiality covenant, a 12-month non-compete obligation and a 12-month non-solicitation obligation following termination of his employment.
The foregoing description of the Transition Agreement is a summary and is qualified in its entirety by reference to the terms of the Transition Agreement, which the Companys intends to file as an exhibit with the Companys next 10-Q. On March 31, 2015, the Company issued a press release in connection with the above matters. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated March 31, 2015.
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.
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TREMOR VIDEO, INC. | |
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Dated: March 31, 2015 |
By: |
/S/ ADAM LICHSTEIN |
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Adam Lichstein |
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Senior Vice President, Chief Operating Officer, General Counsel and Secretary |
Exhibit 99.1
Tremor Video Announces CFO Transition
New York, March 31, 2015 - Tremor Video, Inc. (NYSE:TRMR), an advertising technology company elevating brand advertising effectiveness across all screens for the worlds leading brands and publishers, today announced that Todd Sloan, Senior Vice President and Chief Financial Officer, will step down after a transition period to pursue other opportunities. Mr. Sloan has agreed to continue as CFO until May 31 and then assist the company as a strategic advisor through August 15. The company has initiated a search for his successor.
Todd has been a critical part of Tremor Videos success and in transforming the company into a premium video marketplace, said Bill Day, President and Chief Executive Officer. He has been a true partner of mine for many years and the entire Tremor Video team is grateful for his dedication and commitment to our company. We wish him only the best as he pursues his next endeavor.
I am proud of what we have accomplished during my time at Tremor Video and believe that the company will continue to be a leader in the digital advertising industry and execute on its strategy, said Mr. Sloan.
About Tremor Video
Tremor Video (NYSE:TRMR) helps make every advertising moment more relevant for consumers. The companys heritage as custodians of the most recognized advertiser and publisher brands is built on leadership in all-screen analytics and a long-standing commitment to transparency. Our premium video marketplace offers the full spectrum of video ad products and services, including premium programmatic buying and selling and analytics that connect the two.
Forward Looking Statements
This press release contains forward-looking statements that involve risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those set forth in or implied by such forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, but not limited to, any statements concerning the transition of Tremor Videos CFO. Important factors that could cause actual results to differ materially include: the impact of technological development and competition; market acceptance of Tremor Videos products or services; design, manufacturing or software defects; changes in client preferences or demands; changes in industry standards and interfaces; global economic conditions; as well as other factors detailed from time to time in the reports Tremor Video files with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance or events and investors are cautioned not to place undue reliance on any forward-looking statement. Furthermore, forward-looking statements speak only as of the date on which they are made, and, except as required by law, Tremor Video disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
Investor Relations Contact:
Andrew Posen
Senior Director Investor Relations
212.792.2315
IR@TremorVideo.com
Media Contact
Billy Kenny
VP, Corporate Communications
646.421.6217
203.550.3514 cell
bkenny@tremorvideo.com
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