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 (Date of earliest event reported): August 18, 2016
Marin Software Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 001-35838 | 20-4647180 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 123 Mission Street, 27th Floor San Francisco, California 94105 |
94105 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 399-2580
(Registrant’s telephone number, including area code)
(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. |
(b)
The information set forth below under Item 5.02(c) is hereby incorporated by referenced into this Item 5.02(b).
(c)
On August 18, 2016, the Board of Directors (the “Board”) of Marin Software Incorporated (“Marin” or the “Company”) decided to reappoint Christopher A. Lien, age 49, to the role of Chief Executive Officer effective as of such date, and as a result David Yovanno has stepped down as Chief Executive Officer of the Company and, effective August 22, 2016, from his position as a member of the Board. On August 26, 2016, Mr. Yovanno will cease to be an employee. Mr. Lien will continue to serve on the Board and act as Chairman of the Board.
Mr. Lien is Marin’s founder and Chairman of the Board, and rejoined the Company as Chief Executive Officer in August 2016. From September 2015 to August 2016, Mr. Lien has served on boards of private companies as well as Marin Software. From May 2014 until September 2015, Mr. Lien served as executive chairman of Marin Software, and from the founding of the Company in 2006 to May 2014, he served as the Company’s Chief Executive Officer. Mr. Lien has been a member of the Board since 2006. Previously, Mr. Lien served as Chief Operating Officer of Adteractive, Inc., an online performance marketing company, from 2004 to 2005. In 2001, Mr. Lien co-founded and served as Chairman and Chief Financial Officer of Sugar Media, Inc., a broadband services platform, until its acquisition in 2003 by 2Wire, Inc., a leading supplier of DSL equipment and services, which was subsequently acquired by Pace plc in 2010. Prior to that, Mr. Lien served in various capacities at BlueLight.com, LLC, Kmart Corporation’s e-commerce and Internet service provider subsidiary from 2000 to 2001, including as Chief Financial Officer and acting Chief Executive Officer. Prior to BlueLight.com, Mr. Lien spent 10 years at various investment banks, including Morgan Stanley and Evercore Partners, with his last role as Managing Director. Mr. Lien holds an A.B. from Dartmouth College, where he was elected as a member of Phi Beta Kappa, and an M.B.A. from the Stanford Graduate School of Business. Mr. Lien’s presence as a member of the Board brings his thorough knowledge of the Company into the Board’s strategic and policy-making discussions. He brings his extensive experience in finance, digital marketing and executive roles in the information technology industry into deliberations regarding the Company’s strategy and operations.
On August 24, 2016, the Company issued a press release announcing the appointment of Mr. Lien as Chief Executive Officer of the Company. The press release is being attached as Exhibit 99.1 to this Current Report on Form 8-K.
(e)
From now until Mr. Yovanno’s last day as an employee on August 26, 2016, he will continue to receive his regular base salary. In addition, pursuant to the terms of Mr. Yovanno’s Severance and Change of Control Agreement (the “Original Severance Agreement”), which he entered into in connection with his employment in May 2014, he will be eligible for certain separation benefits, subject to entering into an agreement (“Separation Agreement”) with Marin Software providing for a release of all claims he may have against the Company. As provided in the Original Severance Agreement, Mr. Yovanno will be eligible to receive (a) a separation payment equal to nine months of base salary and (b) if he timely elects to continue his existing health benefits under COBRA, reimbursement of health benefits insurance under COBRA until the earlier of (i) nine months from his final day as an employee or (ii) the date on which he becomes eligible for health insurance coverage under another health insurance plan. Mr. Yovanno’s stock options and restricted stock units shall cease vesting on August 26, 2016 and any unvested shares and restricted stock units thereunder shall terminate.
In connection with Mr. Lien’s appointment as Company’s Chief Executive Officer, Mr. Lien and the Company expect to enter into an offer letter providing for the terms of Mr. Lien’s employment with the Company (the “Offer Letter”). Pursuant to his Offer Letter, we expect that Mr. Lien will be entitled to receive an annualized base salary of $400,000 and will be eligible to receive an annual bonus of $400,000 per year pursuant to the Company’s bonus plan based on objectives as determined by the Compensation Committee or the Board.
The descriptions of the Separation Agreement and the Offer Letter set forth herein do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Separation Agreement and Offer Letter, respectively, copies of which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title | |
| 99.1 | Press release of Marin Software Incorporated announcing the appointment of Chris Lien as Chief Executive Officer, dated August 24, 2016. | |
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.
| Marin Software Incorporated | ||||||
| Date: August 24, 2016 | By: | /s/ Stephen Kim | ||||
| Stephen E. Kim EVP, General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
Marin Software Announces Change in Executive Leadership
Christopher A. Lien, Founder and Chairman of the Board, reappointed CEO
San Francisco, CA (August 24, 2016) – Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, today announced that the Board of Directors decided to reappoint Christopher A. Lien to the role of chief executive officer, and as a result David A. Yovanno has stepped down as chief executive officer and from his position as a member of the board. Mr. Lien, founded the company in 2006, and currently serves as its chairman of the board.
“On behalf of the board, our team members, and myself, I would like to thank Dave for his leadership during his time at Marin,” said Mr. Lien. “He has been instrumental in executing our strategy to expand our industry-leading, SaaS-based search ad management platform to include social and display solutions. He also launched the strategic initiative to transform Marin’s technology infrastructure and to unify these three applications onto a single, state-of-the-art big data platform. The financial discipline and organizational changes he implemented have enabled Marin to operate more efficiently, with improved margins, and reduced operating cash requirements.
“The board and I see an attractive opportunity to build on these accomplishments, and I am excited to rejoin the operating team. With renewed entrepreneurial focus on growth and execution, commitment to improving our customers’ advertising effectiveness and an uncompromising focus on innovation, I am confident that Marin will successfully complete our transformation. With these initiatives we can bolster our market-leading position to drive value for our stockholders.”
About Marin Software
Marin Software Incorporated’s (NYSE: MRIN) mission is to give advertisers the power to drive higher efficiency, effectiveness, and transparency in their paid marketing programs that run on the world’s largest publishers. Marin provides industry leading enterprise marketing software for advertisers and agencies to measure, manage, and optimize more than $7.8 billion in annualized ad spend across the web and mobile devices. Offering an integrated SaaS ad management platform for search, social, and display advertising, Marin helps digital marketers improve financial performance, save time, and make better decisions. Advertisers use Marin to create, target, and convert precise audiences based on recent buying signals from users’ search, social, and display interactions. Headquartered in San Francisco, with offices in eight countries, Marin’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit: http://www.marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding Marin’s business, benefits of investment in Marin’s software platform, the company’s operational efficiency and financial profile, position in the industry in which the company operates, ability to deliver innovation, advertising effectiveness for customers, stockholder returns and future financial results. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, Adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses, including our acquisitions of Perfect Audience and SocialMoov. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent report on Form 10-K, recent reports on Form 10-Q and current
reports on Form 8-K which we may file from time to time, all of which are available free of charge at the SEC’s website at www.sec.gov. Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin’s expectations as of August 24, 2016. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.
Investor Relations Contact:
Jason Starr
Investor Relations, Marin Software
415-906-8179
ir@marinsoftware.com
Media Contact:
John McNulty
Marketing, Marin Software
415-906-8165
press@marinsoftware.com