Marin Software Incorporated (NYSE:MRIN) 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

(c)

On June 26, 2017, the Board of Directors (the Board) of Marin
Software Incorporated (the Company) appointed Brad Kinnish, 42,
the Companys current Vice President of Finance and Acting Chief
Financial Officer to serve as the Companys Chief Financial
Officer, with immediate effect.The Board also designated Mr.
Kinnish as the Companys principal accounting officer and
principal financial officer, each within the meaning of Rule
16a-1(f) under the Securities Exchange Act of 1934, as amended
(the Exchange Act).

Mr. Kinnish has served as the Companys Vice President of Finance
and Acting Chief Financial Officer since March 2017.From 2010
until joining the Company in March 2017, Mr. Kinnish served in
various roles in the Technology Investment Banking division of
Deutsche Bank, a global banking and financial services company,
most recently as its Managing Director, Co-Head of Americas
Software Investment Banking. From 2006 to 2010, Mr. Kinnish
served in various roles at Thomas Weisel Partners, an investment
banking firm, including as a Director from 2009 to 2010. From
2003 to 2006, he served in various roles in the Technology
Investment Banking division of Delafield Hambrecht, an investment
banking firm, including as Vice President from 2004 to 2006. From
2000 to 2003, he served in various roles in the Technology
Investment Banking division of Credit Suisse, a multinational
financial services company, including as an Associate from 2001
to 2003. From 1997 to 2000, he held various roles in Audit and
Assurance Services at Ernst Young LLP. Mr. Kinnish is a licensed
Certified Public Accountant (inactive) and holds a Bachelor of
Arts in Business Administration from the University of
Washington.

The Company and Mr. Kinnish are entering into an updated offer
letter in connection with Mr. Kinnishs appointment as Chief
Financial Officer (the Updated Offer Letter); however, there will
be no change to Mr. Kinnishs existing compensation arrangements.
The complete terms of the Updated Offer Letter can be found in
the Updated Offer Letter itself, which will be filed as an
exhibit to the Companys Quarterly Report on Form 10-Q for the
period ending June 30, 2017.

A copy of the press release announcing Mr. Kinnishs appointment
is filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d)

On June 26, 2017, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, the Board appointed
Brian Kinion as a director of the Company, with immediate effect.
In connection with his appointment to the Board, Mr. Kinion will
enter into the Companys standard indemnification agreement for
directors, which was filed as Exhibit 10.1 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2016.

In connection with the appointment, the Board expanded the size
of the Board to seven directors. Mr. Kinion was appointed as a
Class I Director of the Company, along with L. Gordon Crovitz and
Daina Middleton. Mr. Kinion shall hold office for a term expiring
at the 2020 Annual Meeting of the Companys stockholders, which is
the next stockholder meeting at which Class I Directors will be
elected.

In connection with the appointment, the Board also expanded the
size of the Audit Committee of the Board (the Audit Committee) to
four directors and appointed Mr. Kinion to serve as the chair of
the Audit Committee with immediate effect, along with James
Barrese, Mr. Crovitz and Ms. Middleton, with Mr. Crovitz to cease
serving as the chair of the Audit Committee effective as of Mr.
Kinions appointment, but to continue serving on the Audit
Committee as a member.

Upon the first day of the first open trading window under the
Companys Insider Trading Policy following the effective date of
Mr. Kinions appointment to the Board (the Grant Date), Mr. Kinion
will be granted an option to purchase 52,108 shares of common
stock of the Company (Common Stock) to the Companys 2013 Equity
Incentive Plan (the Option), which is the pro-rated amount of the
annual option grant that each of the Companys continuing
directors received on May 8, 2017 in connection with their
continuing service on the Board and which option grants become
fully vested on April 27, 2018, subject to continuing to serve on
the Board as of such date . The exercise price of the shares
subject to the Option will be the closing price of the Common
Stock on the Grant Date. All of the shares subject to Option will
vest on April 27, 2018, subject to Mr. Kinions continuing to
serve on the Board as of such date.

There is no arrangement or understanding between Mr. Kinion and
any other persons to which he was selected as a director. Mr.
Kinion has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of Regulation
S-K.

A copy of the press release announcing Mr. Kinions appointment is
filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

MARIN SOFTWARE INC Exhibit
EX-99.1 2 mrin-ex991_48.htm EX-99.1 mrin-ex991_48.htm   Exhibit 99.1   Marin Software Appoints Brad Kinnish to Chief Financial Officer     San Francisco,…
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About Marin Software Incorporated (NYSE:MRIN)

Marin Software Incorporated provides a cross-channel, cross-device, enterprise marketing software platform for search, display and social advertising channels. The Company’s enterprise marketing software platform is offered as an integrated software-as-a-service (SaaS) solution for advertisers and agencies. The Company’s platform enables digital marketers to manage performance of their online advertising campaigns. Its software solution is designed to help its customers measure the effectiveness of their advertising campaigns through its reporting and analytics capabilities; manage and execute campaigns through its user interface and underlying technology that streamlines and automates functions, such as advertisement creation and bidding, across multiple publishers and channels, and optimize campaigns across multiple publishers and channels based on market and business data using its predictive bid management technology.