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): June 26, 2017
Marin Software Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35838 |
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20-4647180 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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123 Mission Street, 27th Floor |
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(Address of principal executive offices) |
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(Zip Code) |
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(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(c)
On June 26, 2017, the Board of Directors (the “Board”) of Marin Software Incorporated (the “Company”) appointed Brad Kinnish, 42, the Company’s current Vice President of Finance and Acting Chief Financial Officer to serve as the Company’s Chief Financial Officer, with immediate effect. The Board also designated Mr. Kinnish as the Company’s “principal accounting officer” and “principal financial officer,” each within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Kinnish has served as the Company’s Vice President of Finance and Acting Chief Financial Officer since March 2017. From 2010 until joining the Company in March 2017, Mr. Kinnish served in various roles in the Technology Investment Banking division of Deutsche Bank, a global banking and financial services company, most recently as its Managing Director, Co-Head of Americas Software Investment Banking. From 2006 to 2010, Mr. Kinnish served in various roles at Thomas Weisel Partners, an investment banking firm, including as a Director from 2009 to 2010. From 2003 to 2006, he served in various roles in the Technology Investment Banking division of Delafield Hambrecht, an investment banking firm, including as Vice President from 2004 to 2006. From 2000 to 2003, he served in various roles in the Technology Investment Banking division of Credit Suisse, a multinational financial services company, including as an Associate from 2001 to 2003. From 1997 to 2000, he held various roles in Audit and Assurance Services at Ernst & Young LLP. Mr. Kinnish is a licensed Certified Public Accountant (inactive) and holds a Bachelor of Arts in Business Administration from the University of Washington.
The Company and Mr. Kinnish are entering into an updated offer letter in connection with Mr. Kinnish’s appointment as Chief Financial Officer (the “Updated Offer Letter”); however, there will be no change to Mr. Kinnish’s existing compensation arrangements. The complete terms of the Updated Offer Letter can be found in the Updated Offer Letter itself, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2017.
A copy of the press release announcing Mr. Kinnish’s appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d)
On June 26, 2017, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Brian Kinion as a director of the Company, with immediate effect. In connection with his appointment to the Board, Mr. Kinion will enter into the Company’s standard indemnification agreement for directors, which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.
In connection with the appointment, the Board expanded the size of the Board to seven directors. Mr. Kinion was appointed as a Class I Director of the Company, along with L. Gordon Crovitz and Daina Middleton. Mr. Kinion shall hold office for a term expiring at the 2020 Annual Meeting of the Company’s stockholders, which is the next stockholder meeting at which Class I Directors will be elected.
In connection with the appointment, the Board also expanded the size of the Audit Committee of the Board (the “Audit Committee”) to four directors and appointed Mr. Kinion to serve as the chair of the Audit Committee with immediate effect, along with James Barrese, Mr. Crovitz and Ms. Middleton, with Mr. Crovitz to cease serving as the chair of the Audit Committee effective as of Mr. Kinion’s appointment, but to continue serving on the Audit Committee as a member.
Upon the first day of the first open trading window under the Company’s Insider Trading Policy following the effective date of Mr. Kinion’s appointment to the Board (the “Grant Date”), Mr. Kinion will be granted an option to purchase 52,108 shares of common stock of the Company (“Common Stock”) pursuant to the Company’s 2013 Equity Incentive Plan (the “Option”), which is the pro-rated amount of the annual option grant that each of the Company’s continuing directors received on May 8, 2017 in connection with their continuing service on the Board and which option grants become fully vested on April 27, 2018, subject to continuing to serve on the Board as of such date . The exercise price of the shares subject to the Option will be the closing price of the Common Stock on the Grant Date. All of the shares subject to Option will vest on April 27, 2018, subject to Mr. Kinion’s continuing to serve on the Board as of such date.
There is no arrangement or understanding between Mr. Kinion and any other persons pursuant to which he was selected as a director. Mr. Kinion has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Kinion’s appointment is filed as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Description |
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99.1 |
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Press Release issued by Marin Software Incorporated regarding Brad Kinnish appointment, dated June 26, 2017. |
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99.2 |
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Press Release issued by Marin Software Incorporated regarding Brian Kinion appointment, dated June 26, 2017. |
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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Marin Software Incorporated |
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Date: June 26, 2017 |
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By: |
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/s/ Jonathan M. DeGooyer |
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Jonathan M. DeGooyer |
Exhibit 99.1
Marin Software Appoints Brad Kinnish to Chief Financial Officer
San Francisco, CA (June 26, 2017) – Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, today announced that Brad Kinnish has been appointed Chief Financial Officer effective June 26. Mr. Kinnish has served as Marin’s Acting Chief Financial Officer since March of this year.
Chris Lien, CEO of Marin Software, said, “Along with an already impressive track record working with SaaS companies, Brad’s financial and operating expertise has quickly become an invaluable asset to the team. I’m honored to welcome him in his new role.”
“Marin Software continues to develop compelling cross-channel solutions for advertisers and agencies,” said Mr. Kinnish. “I’m thrilled to join as Chief Financial Officer, and to be part of the company’s goal of returning to growth.”
Prior to Marin, Mr. Kinnish spent seven years at Deutsche Bank, where he served as Managing Director in the Technology Investment Banking group. Previously, he was at Thomas Weisel Partners for four years, in the role of Director of Software Investment Banking. Mr. Kinnish was an Associate in the Technology Investment Banking group at Credit Suisse, and started his career at Ernst & Young as a CPA (currently inactive). He received his bachelor’s degree from University of Washington.
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 billions of dollars 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 marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding Marin’s business, continued development of compelling cross-channel solutions for advertisers and agencies and the company’s goal of returning to growth. 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. 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 Annual Report on Form 10-K for the year ended December 31, 2016, our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, 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 Software’s expectations as of June 26, 2017. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.
Wesley MacLaggan
Marketing, Marin Software
(415) 399-2586
press@marinsoftware.com
Exhibit 99.2
Marin Software Appoints Brian Kinion to Board of Directors
San Francisco, CA (June 26, 2017) – Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, today announced that software and financial executive Brian Kinion has joined the company’s Board of Directors and will chair the board's audit committee.
Mr. Kinion brings over 25 years of finance and accounting experience with a focus on software and SaaS, in particular. He has scaled finance organizations with broad expertise including financial modeling, business planning and forecasting, strategy, tax, M&A, SEC reporting, systems integration, investor relations, and the controllership function. During his four years with Marketo, Mr. Kinion served in various finance roles, most recently as the company’s CFO. Prior to Marketo, Mr. Kinion served as VP, Global Controller at SuccessFactors, where he oversaw the accounting department. At both Marketo and SuccessFactors he managed the audit committee relationships.
“We’re pleased to have Brian as a member of our Board of Directors” said Chris Lien, CEO of Marin Software. “His experience and knowledge of SaaS will greatly benefit Marin as we work to return to growth and provide valuable guidance to our team. I’m looking forward to Brian’s leadership of the Board’s audit committee, where his skills and background are an excellent fit.”
“Marin is recognized as a leader in the digital advertising industry,” said Kinion. “I’m honored to join Marin’s Board of Directors, and I’m excited to work with the executive team to support Marin’s cross-channel vision and to bolster adoption of its digital marketing platform. I am looking forward to working with the rest of the Marin Board and the executive team to help the company as it works toward returning to growth.”
“As an outstanding software executive with finance and accounting expertise, we’re pleased to welcome Brian to the Marin Board of Directors,” said Gordon Crovitz, lead independent director on Marin’s Board. “We’re fortunate to be able to benefit from Brian’s knowledge as Marin invests to maximize stockholder value.”
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 billions of dollars 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, visit marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking statements including, among other things, statements regarding Marin’s business, the benefits of Mr. Kinion’s experience and knowledge of SaaS companies, the company’s work to return to growth, and Marin’s investments to maximize stockholder value. 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. 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 Annual Report on Form 10-K for the year ended December 31, 2016, our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, 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 June 26, 2017. Marin Software assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.
Media Contact
Wesley MacLaggan
Marketing, Marin Software
(415) 399-2586
press@marinsoftware.com