tube-8k_20160509.htm


Delaware	001-36543	51-0633881
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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))

On May 9, 2016, TubeMogul, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

On May 9, 2016, the Company announced that Ron Will will be appointed as the Company’s Chief Financial Officer (“CFO”), effective May 11, 2016. Paul Joachim, the Company’s Chief Financial Officer will be promoted into a new role as Chief Administrative Officer, also effective May 11, 2016.

Mr. Will, age 48, served as Chief Financial Officer and Operating Partner from June 2015, as well as Chief Compliance Officer from July 2015, until March 2016, at Mainsail Partners, a growth equity firm. From December 2014 to May 2015, Mr. Will served as Vice President, Finance at Yahoo!, Inc., where he led the finance integration of BrightRoll, Inc. following its acquisition by Yahoo!. From April 2011 to December 2014, Mr. Will served as the Chief Financial Officer at BrightRoll, a programmatic video advertising platform. Prior to BrightRoll, Mr. Will served in various senior finance roles at Yahoo!. Mr. Will holds a B.A. from University of Michigan and an M.B.A from Dartmouth College.

There are no arrangements or understandings between Mr. Will and any other persons pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Will and any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his employment as the Company’s CFO, the Company entered into an employment offer letter with Mr. Will (the “Offer Letter”). The Offer Letter has no specified term, and Mr. Will’s employment with the Company is on an at-will basis. Pursuant to the Offer Letter, Mr. Will will receive an annualized base salary of $300,000 and, subject to the approval of the Company’s Board of Directors (the “Board”), Mr. Will will be granted restricted stock units (“RSUs”) with a grant date fair value of $2,500,000. This new hire award will vest with respect to 25% of the RSUs upon the one-year anniversary of the date Mr. Will commences employment with the Company, subject to Mr. Will’s continued service on such date, and with respect to the remaining 75% of the RSUs quarterly over the following three years, subject to Mr. Will’s continued service on each vesting date.

Additionally, Mr. Will will be eligible to receive, based on the achievement of performance objectives, a cash incentive bonus with a target value of $195,000 (“Target Cash Award”), and an annual merit award of RSUs or stock options with a target grant date fair value of $750,000 (“Target Equity Award”). To the extent that it is awarded to Mr. Will, the Target Equity Award will vest over four years from the date determined by the Compensation Committee of the Board, subject to Mr. Will’s continued service on each vesting date. Mr. Will will be eligible for the Target Cash Award and Target Equity Award for 2016, which will be pro-rated for the portion of the fiscal year he is employed with the Company.

The Offer Letter also provides that Mr. Will will be eligible to participate in Company-sponsored benefits generally available to regular employees of the Company.

The Offer Letter also provides that upon Termination Without Cause or Resignation for Good Reason (as each is defined in the Offer Letter), Mr. Will will receive (a) payment of six months of salary in accordance with the Company’s standard payroll procedures and (b) a lump sum payment of six months of health care premiums for Mr. Will and his eligible

dependents. In addition, upon Termination Without Cause or Resignation for Good Reason within 90 days prior to or 12 months after a Change in Control (as defined in the Offer Letter), all unvested stock options, RSUs and other equity awards held by Mr. Will will vest in full. Receipt of these severance benefits is contingent upon Mr. Will executing and not revoking a general release of claims in favor of the Company and its affiliates.

The foregoing description of the Offer Letter is a summary only and is qualified in its entirety by the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference into this Item 5.02.

The Company intends to enter into its standard form of indemnification agreement with Mr. Will, which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 26, 2014 and is incorporated herein by reference.

The information set forth in Item 5.02(c) above is hereby incorporated by reference into this Item 5.02(e).



Exhibit No.		Description
10.1		Employment Offer Letter between the Company and Ron Will.
99.1		Press Release announcing financial results dated May 9, 2016.

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.


TUBEMOGUL, INC.
By:		/s/ Paul Joachim
		Paul Joachim
		Chief Financial Officer


(d)		Exhibits