Instructure, Inc. (NYSE:INST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Instructure, Inc. (NYSE:INST) 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

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 23, 2019, the Compensation Committee of the Board of Directors of Instructure, Inc. met and determined the bonus amounts earned by the executive officers of Instructure, Inc. in 2018 to the bonus structure for 2018 performance, and determined to pay the bonus amounts in the form of restricted stock units (“RSUs”) instead of cash, setting the value of the RSUs at 125% of the amount of cash bonus earned.The RSUs vest 50% on March 1, 2019, and 50% on September 1, 2019.The bonus amounts, and the number of shares subject to the RSU grants in lieu of paying the bonuses in cash, to the following executive officers were as follows:

Name

Position

Bonus Amount Earned

Number of Shares Subject to RSU Grant

Daniel Goldsmith

Chief Executive Officer

$263,853

8,620

Steven B. Kaminsky

Chief Financial Officer

$164,994

5,391

Matthew A. Kaminer

Senior Vice President and General Counsel

$99,305

3,244

In addition, on January 23, 2019, the Compensation Committee determined to discontinue its compensation practice of establishing an annual cash bonus program and granting annual equity grants each year for executive officers.As a result, Instructure does not expect to pay annual cash bonuses or make annual refresh equity grants to its executive officers for fiscal years 2019 through 2022.In lieu thereof, the Compensation Committee granted to each of the Instructure executive officers a multi-year RSU grant that vests quarterly over four years.The multi-year RSU grants to the following executive officers were for the numbers of shares of Instructure common stock as follows:

Name

Position

Number of Shares

Daniel Goldsmith

Chief Executive Officer

415,473

Steven B. Kaminsky

Chief Financial Officer

193,335

Matthew A. Kaminer

Senior Vice President and General Counsel

111,631

Further, on January 23, 2019, the Compensation Committee determined to allow all Instructure employees the option to receive an RSU in lieu of 20% of their base salary, vesting quarterly over one year, which the executive officers listed above opted to do.The RSU grants to the following executive officers in lieu of 20% of their base salaries were for the numbers of shares of Instructure common stock as follows:

Name

Position

Number of Shares

Daniel Goldsmith

Chief Executive Officer

2,473

Steven B. Kaminsky

Chief Financial Officer

1,898

Matthew A. Kaminer

Senior Vice President and General Counsel

1,730

About Instructure, Inc. (NYSE:INST)

Instructure, Inc. provides cloud-based learning management platform for academic institutions and companies across the world. The Company operates in the cloud-based learning management systems segment. The Company builds its learning management applications, Canvas for the education market and Bridge for the corporate market, to enable its customers to develop, deliver and manage engaging face-to-face and online learning experiences. The Company develops software that students, teachers and employees use to help achieve their education and learning goals. Its applications develop academic and corporate learning by providing an engaging platform for instructors and learners, enabling frequent and open interactions, streamlining workflow, and allowing the creation and sharing of content. The Company’s customers represent colleges, universities, K-12 school districts and companies in over 30 countries. The Company operates in the United States and Foreign.

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