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ELLIE MAE, INC. (NYSE:ELLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ELLIE MAE, INC. (NYSE:ELLI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On February 15, 2017, the Compensation Committee (the Committee)
of the Board of Directors (the Board) of Ellie Mae, Inc. (the
Company) approved the 2017 Executive Performance Share Program
(the Program) under the terms of the Companys Executive Incentive
Plan (the Plan). The Committee established the Program to retain
and appropriately motivate the Companys senior executive team.
Under the Program, the Committee may grant performance awards
consisting of performance shares (the Performance Shares) to
designated participants. Each Performance Share represents the
right to receive up to two shares of the Companys common stock
upon achievement of performance goals established by the
Committee under the Program. The Program also contemplates that
the Committee may establish the performance period over which
attainment of the performance goals is determined and the vesting
period. In addition, the participant must remain employed by the
Company following the performance period in order to earn the
common stock underlying his or her Performance Shares. The
performance goals may not be changed for a performance period
once set except to reflect extraordinary events, and the
Committee may not discretionarily increase the number of shares
issuable to a participant for a performance period.
On February 15, 2017, the Committee approved the Performance
Shares granted to the Companys executive officers (other than the
Companys Chief Executive Officer) and designated the performance
period of January 1, 2017 through December 31, 2017, the
performance goals and the vesting schedule underlying the
Performance Shares for all executives eligible under the Program.
In accordance with its corporate governance policies, the
Committee submitted its recommendation for a similar Performance
Share grant (in the amount detailed below) for the Chief
Executive Officer, which was also approved by the Board on
February 15, 2017 for grant on February 15, 2017.
The following table sets forth the number of Performance Shares
granted to each of the Companys named executive officers set
forth in the Companys 2016 proxy statement:
Executive
Title
Number of Performance Shares
Jonathan Corr
President and Chief Executive Officer
23,770
Peter Hirsch
Executive Vice President, Technology Operations
5,811
Cathleen Schreiner- Gates
Executive Vice President, Sales Marketing
5,811
Joseph Tyrrell
Executive Vice President, Corporate Strategy
5,811
The number of shares of common stock issuable to the
Performance Shares will be based on the Companys achievement of
certain financial goals related to revenue and user growth.
Shares of common stock earned, if any, under the Performance
Shares will be issued in the first quarter of 2018 after the
Committee determines the Companys level of achievement of the
performance goals (the Determination Date), with 25% of the
shares being immediately vested and the remaining shares
vesting with respect to 25% of the shares on each of the first
three anniversaries of the Determination Date, subject to
continuous employment of the participant through such dates.
The foregoing description of the Program does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Program and the form of the Performance Share
Award Agreement for use in connection with grants under the
Program, copies of which the Company intends to file as
exhibits to the Companys Quarterly Report on Form 10-Q for the
quarter ended March 31, 2017, and by the terms and conditions
of the Plan, a copy of which was filed as Appendix A to the
Companys Definitive Proxy Materials filed on April 7, 2016.

About ELLIE MAE, INC. (NYSE:ELLI)
Ellie Mae, Inc. (Ellie Mae) is a provider of on-demand software solutions and services for the residential mortgage industry in the United States. The Company’s Encompass all-in-one mortgage management solution provides one system of record that allows banks, credit unions, and mortgage lenders to originate and fund mortgages and improve compliance, loan quality, and efficiency. Its Encompass software is an enterprise solution that handles functions involved in running the business of originating mortgages, including customer relationship management; loan processing; underwriting; preparation of application, disclosure and closing documents; funding and closing the loan for the borrower; compliance with regulatory and investor requirements, and overall enterprise management that provides one system of record. It delivers Encompass software in an on-demand Software-as-a-Service (SaaS). ELLIE MAE, INC. (NYSE:ELLI) Recent Trading Information
ELLIE MAE, INC. (NYSE:ELLI) closed its last trading session down -0.05 at 93.77 with 481,499 shares trading hands.

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