8-K

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): July 14, 2020

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	QUMU	The NASDAQ Stock Market LLC

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
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[  ]	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. [  ]

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. [  ]

Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 17, 2020, Qumu Corporation (the “Company”) announced that TJ Kennedy has been appointed the Company’s President and Chief Executive Officer, effective July 20, 2020. Mr. Kennedy, age 48, succeeds Vern Hanzlik, who will be stepping down as the Company’s President and Chief Executive Officer effective July 17, 2020 to pursue other interests. Also on July 17, 2020, Mr. Hanzlik resigned as a director of the Company. Mr. Hanzlik’s resignation from the Company’s Board of Directors was not due to a disagreement with the Company. For the purposes of the Company’s letter agreement relating to severance and change of control benefits with Mr. Hanzlik, Mr. Hanzlik’s separation from employment will be considered a termination without Cause (as defined in such letter agreement). Effective July 20, 2020, Mr. Kennedy will be appointed to the Company’s Board of Directors.

A copy of the Company’s press release issued July 17, 2020, announcing the above changes, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On July 14, 2020, the Company and TJ Kennedy entered into a letter agreement (the “offer letter”) pursuant to which Mr. Kennedy agreed to accept the Company’s offer of employment to serve as the Company’s President and Chief Executive Officer and to be appointed to the Company’s Board of Directors. The Compensation Committee of the Board of Directors of the Company recommended, and the Board of Directors approved, the compensation to Mr. Kennedy under the offer letter.

Under the terms of the offer letter, Mr. Kennedy’s annual base salary will be $375,000, payable according to the Company’s regular payroll practices. Mr. Kennedy will be eligible to participate in the Company’s annual company bonus plan, which is a cash incentive program based upon the Company’s achievement of specific annual performance goals as determined by the Compensation Committee. For 2020, Mr. Kennedy will be eligible for a bonus of 100% of his base salary at the target level of achievement of the performance goals to be specified by the Compensation Committee, pro-rated for the 2020 calendar year. Mr. Kennedy will also participate in the Company’s 401(k) plan and health, dental, disability and life insurance and other benefit plans on the same basis as other employees of the Company.

Pursuant to the offer letter, Mr. Kennedy will be granted a seven year non-qualified stock option to purchase 457,692 shares of the Company’s common stock. The option will have an exercise price equal to the fair market value of the Company’s common stock as of the grant date and vest with respect to one-third of the shares underlying the option on the first three anniversaries of the grant date. The stock option to Mr. Kennedy will be granted outside of the Company’s shareholder-approved Second Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”) pursuant to the exception for an inducement grant contained in Nasdaq Listing Rule 5635(c)(4). However, the option will have terms that will mirror in all respects the options granted under 2007 Plan and the Company’s standard form of non-qualified option agreement. In accordance with the Company’s Policy Regarding the Granting of Equity-Based Compensation Awards, the grant date for the stock option award to Mr. Kennedy will be the first day of the next open window period.

Pursuant to the offer letter, Mr. Kennedy will enter into the Company’s current form of letter agreement relating to severance and change of control benefits (the “letter agreement”) in substantially the form attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and summarized therein. The Company’s entry into the letter agreement with Mr. Kennedy was also recommended by the Compensation Committee and also approved by the Board of Directors. Except with respect to this letter agreement, Mr. Kennedy’s employment with the Company is “at will.” Mr. Kennedy also entered into the Company’s standard agreement with employees governing assignment of inventions, confidential information and non-competition.

The foregoing summary of the offer letter and the letter agreement do not purport to be complete and are subject to and qualified in their respective entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 5.02, and the letter agreement, which is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013 and is incorporated by reference into this Item 5.02.

ITEM 5.08 SHAREHOLDER DIRECTOR NOMINATIONS.

On July 14, 2020, the Board of Directors of Company established Wednesday, September 30, 2020 as the date for the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”). The Board also established the close of business on August 7, 2020 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. The time of the Annual Meeting and details for attending and voting at the Annual Meeting, which will be held virtually, will be as set forth in the Company’s proxy statement for the Annual Meeting to be filed with the Securities and Exchange Commission (“SEC”).

Because the Annual Meeting will be held more than 30 days following the anniversary date of the Company’s 2019 annual meeting of shareholders, the deadlines for shareholder proposals and director nominations for consideration at the Annual Meeting set forth in the Company’s definitive proxy statement filed with the SEC on April 9, 2019 no longer apply. If a shareholder of the Company intends to nominate a person for election to the Board or to propose other business for consideration at the Annual Meeting, including any proposal made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, the deadline for submitting the notice of such nomination or shareholder proposal, including any notice on Schedule 14N, is the close of business on July 28, 2020. Any notice should be delivered to Qumu Corporation, 510 1st Avenue North, Suite 305, Minneapolis Minnesota 55403, Attention: Corporate Secretary. Any shareholder proposal or director nomination received after July 28, 2020 will be considered untimely and will not be included in the Company’s proxy materials for the Annual Meeting nor will it be considered at the Annual Meeting. Any shareholder proposal or director nomination must also comply with the requirements of Minnesota law, the rules and regulations promulgated by the SEC and the Company’s bylaws, as applicable.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1	Letter Agreement effective July 14, 2020 regarding Offer of Employment by Qumu Corporation and TJ Kennedy.
10.2	Letter Agreement Regarding Severance and Change In Control Benefits between Qumu Corporation and TJ Kennedy (incorporated by reference to form of agreement attached as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated February 21, 2013).
99.1	Press Release issued by Qumu Corporation on July 17, 2020.

SIGNATURE

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, thereunto duly authorized.

	QUMU CORPORATION
	By:	/s/ David G. Ristow
		David G. Ristow
		Chief Financial Officer
Date: July 17, 2020

EX-10.1

EXHIBIT 10.1

July 14, 2020

TJ Kennedy

[address]

[address]

Dear TJ,

The Qumu board of directors is pleased to offer you the position of President and Chief Executive Officer. Your first day of employment is July 20, 2020. You will report to Qumu’s board of directors. You will also be appointed to the Qumu board of directors on your first day of employment.

Base Salary

In this position, your annual base salary will be $375,000, to be paid per Qumu’s current payroll cycle, subject to regular withholdings. The statement of annual salary does not imply a guarantee of employment for any specific length of time.

Your employment with Qumu will be “full-time” and your sole employment. You are expected to devote substantially all of your business time, energy, skills and best efforts to the performance of your duties. However, you may serve on civic, charitable or other boards (provided, however, that you will consult with the chairman of the Qumu board prior to accepting a position on the board of any publicly traded company) so long as such activities do not materially interfere with your performance of your responsibilities as an executive officer of Qumu.

Target Incentive

You are eligible to participate in the Qumu annual company bonus plan, which is a cash incentive program based upon Qumu’s achievement of specific annual performance goals as determined by the Qumu Compensation Committee. For 2020, you will be eligible for a bonus of 100% of your base salary at the target level of achievement of the performance goals to be specified by the Compensation Committee. Based on your start date, your bonus will be pro-rated for the 2020 calendar year.

The Qumu Compensation Committee will determine Qumu’s achievement against the performance goals following the completion of the calendar year. You must be employed as of the end of the year and as of the payment date to receive a bonus under the annual company bonus plan unless termination of employment is due to death, disability or follows a “change in control” as provided in the Letter Agreement (see below). Additionally, all incentive compensation is subject to “clawback” to the extent required by federal law and Qumu’s Second Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”).

Qumu Corporation 510 1st Avenue N, Suite 305, Minneapolis, MN 55403, United States of America Bay Area, California 1350 Old Bayshore Hwy Ste. 470, Burlingame, CA 94010, United States of America	London, United Kingdom 91 Goswell Road, London, EC1V 7EX, United Kingdom	Hyderabad, India Phase 2.1 TSI Business Parks, (Waverock Building), TSIIC SEZ, Nanakramguda, Hyderabad 500032, India
www.qumu.com		EOE/Minorities/Females/Veterans/Disabled

Letter Agreement

As an executive officer of Qumu, Qumu is willing to enter into an agreement with you relating to severance and change in control benefits (the “Letter Agreement”) in its standard form, a copy of which has been provided to you. Neither this offer letter nor the Letter Agreement is an agreement for a term of employment. Your employment is “at will” and may be terminated by you or Qumu at any time with or without cause, subject to the benefits of the Letter Agreement. There are no express or implied agreements to the contrary.

Stock Options

You will be granted a seven year non-qualified stock option for 457,692 shares of Qumu common stock. The option will have an exercise price of the fair market value of Qumu’s common stock on the date of grant and vest in equal annual installments over a three year period. While the option will not be granted pursuant to any shareholder-approved stock incentive plan, the option will have terms that will mirror in all respects the options granted under the Qumu Second Amended and Restated 2007 Stock Incentive Plan and Qumu’s standard form of non-qualified option agreement. Your stock option will be governed by a stock option agreement that will be provided to you following the grant date. The grant date for your stock option will be your first day of employment or the first day of the open-window period under Qumu’s insider trading policy, whichever is later.

Benefits

Qumu offers Health, Dental, Company sponsored Life and Accidental Death and Dismemberment Insurance, Voluntary Life Insurance, as well as Long and Short-term Disability Insurance. Additional benefits are available as outlined in the employee Handbook.

You are eligible to participate in Qumu’s benefit plans as of your first date of employment.

401(k) Plan

Qumu offers a 401(k) plan. Employees 21 years of age or older can participate. You may begin making contributions to the 401(k) plan the first of the month following your start date. Employees can elect to defer pretax and/or post-tax contributions from their base compensation and are capped at the IRS annual limit.

You are eligible for the company match beginning with your effective date when you elect to participate in Qumu’s 401(k) plan. The discretionary company match is $.50 of each dollar up to 6%. Based on your deferral percentage during each pay period, the amount of eligible company match is vested immediately and deposited into your account per the guidelines. Employee contributions are always 100% vested.

Qumu Corporation 510 1st Avenue N, Suite 305, Minneapolis, MN 55403, United States of America Bay Area, California 1350 Old Bayshore Hwy Ste. 470, Burlingame, CA 94010, United States of America	London, United Kingdom 91 Goswell Road, London, EC1V 7EX, United Kingdom	Hyderabad, India Phase 2.1 TSI Business Parks, (Waverock Building), TSIIC SEZ, Nanakramguda, Hyderabad 500032, India
www.qumu.com		EOE/Minorities/Females/Veterans/Disabled

Personal Time Off (PTO)

Qumu understands that our employees are highly committed and work hard to have a positive impact on the success of the Company. Therefore, full-time exempt salaried employees at Qumu do not accrue vacation benefits but are provided with an undefined amount of personal time for vacations. You should confer with the chairman of the Qumu board prior to taking personal time, which is at the sole discretion of the Qumu board as operational conditions permit.

Sick Time, Holidays, Other Benefits

Qumu provides full time employees with a number of sick days per year. Each full-time employee is eligible to take up to six (6) sick days (48 hours) in a calendar year. Hours are deposited in the employee “Sick Time” account January 1 of each year. Employees hired after February 1 are eligible to use a prorated number of sick hours. Qumu grants ten (10) paid holidays per year. The holiday and payroll schedules will be provided at on-boarding. A detailed benefit summary will be provided to you upon enrollment. All benefits are subject to change at any time at the discretion of Qumu. In the event of conflict between any summary prepared by Qumu and the benefit’s Summary Plan Description, the benefit’s Summary Plan Description will control.

By signing below, you confirm that you do not have any type of written or oral non-competition agreement or any other agreement that would prevent you from accepting or performing services for Qumu. You agree that during your employment with Qumu you will not use and/or disclose confidential information obtained from previous employers or any other third party to whom you owe a duty of confidentiality, unless the information is publicly known or your previous employer(s) or the third party has represented to you that you are entitled to use and/or disclose the information. If you have any type of written or oral non-competition agreement or any other agreement that is currently in force and effect, you have provided a copy for Qumu to review. This offer of employment is contingent upon Qumu’s determination that such other agreement(s) do not limit or prevent you accepting this offer or from performing services for Qumu.

Additionally, this offer of employment is contingent upon you: (1) signing Qumu’s standard form agreement relating to non-disclosure, non-competition and assignment of inventions; (2) signing the Letter Agreement; and (3) providing proof of your eligibility to work in the United States upon your start of employment in accordance with federal law.

We will hold this offer open until the close of business on Tuesday, July 14, 2020. Please let us know of your decision to join Qumu by signing this offer letter and returning it by scan directly to me by that date.

This offer letter supersedes any prior representations or agreements, whether written or oral, with respect to our offer of employment to you. This letter may not be modified or amended except by a written agreement, signed by Qumu and you.

Qumu Corporation 510 1st Avenue N, Suite 305, Minneapolis, MN 55403, United States of America Bay Area, California 1350 Old Bayshore Hwy Ste. 470, Burlingame, CA 94010, United States of America	London, United Kingdom 91 Goswell Road, London, EC1V 7EX, United Kingdom	Hyderabad, India Phase 2.1 TSI Business Parks, (Waverock Building), TSIIC SEZ, Nanakramguda, Hyderabad 500032, India
www.qumu.com		EOE/Minorities/Females/Veterans/Disabled

On behalf of the Qumu board of directors, we are excited to have you as part of our team and look forward to your contributions to Qumu’s future success.

Sincerely,

/s/ Neil Cox

Neil Cox

Chairman of the Board of Directors

I accept the offer of employment with Qumu Corporation under the terms described in this letter. I sign this letter voluntarily and not in reliance on any promises other than those contained in this letter.

/s/ TJ Kennedy

Signature

July 14, 2020

Date

Qumu Corporation 510 1st Avenue N, Suite 305, Minneapolis, MN 55403, United States of America Bay Area, California 1350 Old Bayshore Hwy Ste. 470, Burlingame, CA 94010, United States of America	London, United Kingdom 91 Goswell Road, London, EC1V 7EX, United Kingdom	Hyderabad, India Phase 2.1 TSI Business Parks, (Waverock Building), TSIIC SEZ, Nanakramguda, Hyderabad 500032, India
www.qumu.com		EOE/Minorities/Females/Veterans/Disabled

EX-99.1

EXHIBIT 99.1

Qumu Appoints Veteran Technology Executive TJ Kennedy as President and CEO

Minneapolis, MN – July 17, 2020 – Qumu Corporation (Nasdaq: QUMU), the leading provider of best-in-class video technology for the enterprise, today announced that its Board of Directors has appointed technology executive TJ Kennedy as its new President and Chief Executive Officer, effective July 20, 2020. Mr. Kennedy will succeed Vern Hanzlik, who has stepped down as President and Chief Executive Officer and as a director of the Company, effective immediately, to pursue other interests. Mr. Kennedy’s election to the Board of Directors will become effective concurrently with his appointment as Chief Executive Officer.

“On behalf of the Board of Directors, we would like to thank Vern for his service and invaluable contributions to Qumu’s best-in-class software platform, which has become the backbone of the ‘new normal’ for video communications within our Global 2000 customer base,” stated Company Chairman Neil E. Cox. “Vern has transformed Qumu’s software platform into what it is today: an award winning, globally recognized, end-to-end solution for securely creating, managing and delivering live and on demand video across any organization at scale. We wish Vern all the best in his future pursuits.”

Mr. Hanzlik added: “I am proud to say that I will be leaving Qumu in a position of strength and stability. I want to thank the Qumu Board for the opportunity to lead the Company and for the time I have been able to spend with our talented employees, valued customers and partners. Qumu truly has the superior strategy as well as the greatest people in the enterprise video space.”

Mr. Cox added: “I am also eager to welcome TJ as our new President and CEO. His significant experience in overseeing highly innovative projects and managing complex deployments at scale makes him the right leader at the right time for Qumu. From his extensive work within various critical technology markets, TJ understands that perfect execution is absolutely essential. As Qumu faces the increased demands in a COVID-19 world, we have become an even more essential part of our customers’ businesses. Additionally, with the larger digital transformation continuing in virtually every industry, we are confident TJ will lead our Company to even greater heights. We are looking forward to benefitting from his uniquely qualified skill set and capitalizing on our near- and long-term pipeline of opportunities, which we believe will drive shareholder value over the long run.”

Mr. Kennedy commented: “I am excited to join the Qumu team at such an inflection point in the enterprise video space. I look forward to helping organizations across the globe address the new normal for their employees as well as facilitating the paradigm shift happening with video communication in companies worldwide.”

Mr. Kennedy is a proven technology executive who has successfully led growing teams and disruptive business models from tech startups to Fortune 500 businesses. Mr. Kennedy joins Qumu from Allerio, Inc., a telemedicine platform as a service (PaaS) company that provides lifesaving technology to public safety agencies, where he served as CEO and a Director since January 2019. He was also one of the founders and principals of The Public Safety Network, a company focused on communications technology solutions to meet the mission critical needs of public safety. In this role, Mr. Kennedy led strategic initiatives for governments and technology companies who were implementing large-scale technology projects. In addition, Mr. Kennedy served as the President of First Responder Network Authority (FirstNet.gov), which designed and oversaw the world’s first nationwide 4G LTE wireless network dedicated to first responders. At FirstNet, he was responsible for executing both daily operations and strategy development to build a $40 billion public-private partnership from a start-up. Prior to FirstNet, he served as the President of JPS Communications, Inc., a subsidiary of Raytheon Company (NYSE: RTN). Mr. Kennedy led the strategy for public safety at Raytheon which leveraged the technology, research and development, and experience in the military and homeland defense markets to implement affordable, effective and interoperable public safety solutions. Mr. Kennedy also serves as a board member of multiple technology startup companies involved in public safety technology and mission critical communications. He received a Master of Business Administration degree from Johns Hopkins University and a Bachelor of Science degree from the University of Utah.

About Qumu

Qumu Corporation (Nasdaq: QUMU) is the leading provider of a best-in-class platform to create, manage, secure, distribute and measure the success of live and on-demand video for the intelligent enterprise. Backed by the most trusted and experienced team in the industry, the Qumu platform enables global organizations to drive employee engagement, increase access to video, and modernize the workplace by providing a more efficient and effective way to share knowledge.

Company Contact:

Dave Ristow

Chief Financial Officer

Qumu Corporation

Dave.Ristow@qumu.com

+1.612.638.9045

Investor Contact:

Matt Glover or Tom Colton

Gateway Investor Relations

QUMU@gatewayir.com

+1.949.574.3860