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): October 25, 2018 | ||
Qumu Corporation | ||
(Exact name of Registrant as Specified in its Charter) | ||
Minnesota | ||
(State Or Other Jurisdiction Of Incorporation) |
000-20728 | 41-1577970 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
510 1st Avenue North, Suite 305 | ||
Minneapolis, MN | 55403 | |
(Address Of Principal Executive Offices) | (Zip Code) |
(612) 638-9100 | ||
Registrant’s Telephone Number, Including Area Code | ||
o | Written communications pursuant to Rule 425 under the Securities Act |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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. o | |
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. o | |
QUMU CORPORATION | ||
By: | /s/ David G. Ristow | |
David G. Ristow | ||
Chief Financial Officer | ||
Date: October 25, 2018 |
(a) | The term “2019 Annual Meeting” shall mean 2019 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof). |
(b) | The term “2020 Annual Meeting” shall mean 2020 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof). |
(c) | The term “Standstill Period” shall mean from the Effective Date until the date that is the earlier of (a) thirty (30) days prior to the deadline for the submission of shareholder nominations for the 2020 Annual Meeting of the Shareholders of the Company; and (b) the date that is one-hundred and fifty (150) days prior to the first anniversary of the date of Company’s proxy statement for the 2019 Annual Meeting; provided that if the Governance Committee at least ten (10) days prior to the end of the Standstill Period takes written action to approve and recommend the Subject Directors as nominees for election at the 2020 Annual Meeting of Shareholders (which it may do in its sole discretion) and the Harbert |
(a) | Each reference in the Agreement to the “Standstill Period” shall be a reference to the “Standstill Period” as amended by this Amendment. |
(b) | Notwithstanding Section 1(b) of the Agreement to the contrary, Mr. Lucas shall be appointed to serve on each of the Audit Committee and the Governance Committee of the Board and Mr. Cox shall be appointed to serve on each of the Compensation Committee and Governance Committee of the Board or, in each case, to such other committee(s) of the Board as he may agree. |
(c) | Each reference in the Agreement to the “2018 Annual Meeting” shall be amended by this Amendment to be a reference to the “2019 Annual Meeting.” |