BRIGHTCOVE INC. (NASDAQ:BCOV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On March14, 2017, the Board of Directors (the Board) of
Brightcove Inc. (the Company) appointed Diane Hessan to the Board
to fill a vacancy as a Class III director, to serve until the
Companys 2018 annual meeting of stockholders or until her
successor is duly elected and qualified.
At the time of appointment, it was not determined whether
Ms.Hessan would sit on any Board committee.
The Company expects to enter into an indemnification agreement
with Ms.Hessan in connection with her appointment to the Board,
which is expected to be in substantially the same form as that
entered into with the other directors of the Company.
There is no arrangement or understanding to which Ms.Hessan was
appointed to the Board. There are no family relationships between
Ms.Hessan and any director or executive officer of the Company,
and Ms.Hessan has no direct or indirect material interest in any
transaction required to be disclosed to Item404(a) of Regulation
S-K.
Ms.Hessans compensation will be consistent with that provided to
all of the Companys non-employee directors. Under the Companys
current non-employee director compensation policy, Ms.Hessan will
receive an annual cash retainer of $30,000 for general
availability and participation in meetings and conference calls
of the Board. In connection with her initial election to the
Board, Ms.Hessan will receive an initial equity award with an
aggregate value of $130,000, split equally in value between
restricted stock units and options to purchase shares of common
stock (issued with an exercise price equal to the fair market
value of the Companys common stock on the grant date), that each
vest in equal quarterly installments over three years, provided,
however, that all vesting ceases if Ms.Hessan resigns from the
Board or otherwise ceases to serve as a director, unless the
Board determines that the circumstances warrant continuation of
vesting. The shares underlying the initial grant of restricted
stock units and stock options may not be sold while Ms.Hessan
remains a Board member. At each annual meeting of our
stockholders, so long as she has served as a director for at
least the six months prior to such annual meeting of
stockholders, Ms.Hessan will receive annual equity awards with an
aggregate target value of $65,000, split equally in value between
restricted stock units and options to purchase shares of common
stock (issued with an exercise price equal to the fair market
value of the Companys common stock on the grant date), that each
vest in full after one year, provided, however, that all vesting
ceases if Ms.Hessan resigns from the Board or otherwise ceases to
serve as a director, unless the Board determines that the
circumstances warrant continuation of vesting.
| Item7.01. | Regulation FD Disclosure. |
On March16, 2017, the Company issued a press release announcing
Ms.Hessans appointment to the Board as discussed in Item5.02(d)
of this Report on Form 8-K. The full text of the press release is
furnished as Exhibit 99.1 hereto. The information in this
Item7.01 and Exhibit 99.1 attached hereto is intended to be
furnished and shall not be deemed filed for purposes of Section18
of the Securities Exchange Act of 1934, as amended (the Exchange
Act), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 99.1 | Press Release of Brightcove Inc. dated March 16, 2017. |
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About BRIGHTCOVE INC. (NASDAQ:BCOV)
Brightcove Inc. is a provider of cloud-based services for video. The Company’s flagship product is Brightcove Video Cloud (Video Cloud), an online video platform. Its other products include Brightcove Zencoder (Zencoder), Brightcove Once (Once), Brightcove Gallery (Gallery), Brightcove Perform (Perform), Brightcove Video Marketing Suite (Video Marketing Suite) and Brightcove Lift (Lift). Zencoder is a cloud-based video encoding service. Once is a cloud-based advertisement insertion and video stitching service. Gallery is a cloud-based service to create and publish video portals. Perform is a cloud-based service for creating and managing video player experiences. Video Marketing Suite is a suite of video technologies designed to address the needs of marketers to drive awareness, engagement and conversion. Lift is a solution designed to defeat advertisement blockers, optimize advertisement delivery and deliver a television-like viewing experience across connected platforms. BRIGHTCOVE INC. (NASDAQ:BCOV) Recent Trading Information
BRIGHTCOVE INC. (NASDAQ:BCOV) closed its last trading session up +0.15 at 8.40 with 207,192 shares trading hands.