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

(e)

To help Marin Software Incorporated (the “Company”) address and respond to the recent and anticipated effects of the COVID-19 pandemic on its business, on May 20, 2020, the Board of Directors of the Company (the “Board”) approved, effective as of June 1, 2020, 20% reductions to the annual base salaries of each of Christopher Lien, the Company’s Chief Executive Officer (“CEO”) and principal executive officer, Robert Bertz, the Company’s Chief Financial Officer (“CFO”) and principal financial officer, and Wister Walcott, the Company’s Executive Vice President, Product and Technology (“EVP” and together with the CEO and CFO, the “NEOs”), each of whom is a named executive officer disclosed in the Summary Compensation Table included in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 16, 2020.

In connection with such reductions in the annual base salaries of the NEOs (the “COVID-19 2020 Base Salary Reductions”), the Board approved the Company entering into waivers (the “Waivers”) under the Change in Control and Severance Agreements that the Company had previously entered into with each of the NEOs (the “CIC and Severance Agreements”).

The Waivers provide that each NEO shall consent to the COVID-19 2020 Base Salary Reduction as a one-time waiver of the NEO’s right to assert “Good Reason” for purposes of the CIC and Severance Agreement and that the NEO shall agree that the COVID-19 2020 Base Salary Reduction shall not constitute “Good Reason” for purposes of the CIC and Severance Agreement.  The Waivers also provide that should the Company reduce the NEO’s salary again after the COVID-19 2020 Base Salary Reduction, then the NEO may assert Good Reason again subject to all of the conditions set forth in the CIC and Severance Agreement.  The NEO’s annual target cash bonus as a percentage of annual base salary will not change, but any cash bonus for 2020 will be calculated based on actual salary paid in 2020 (which will therefore reflect the reduced annual base salary from and after June 1, 2020).

The Waivers also provide that the Company and the NEO agree that any cash severance payments that the Company may become obligated to pay to the NEO to Section 2(a) of the CIC and Severance Agreement in connection with any Qualifying Termination (as defined in the CIC and Severance Agreement), or to Section 3(a) of the CIC and Severance Agreement in connection with any CIC Qualifying Termination (as defined in the CIC and Severance Agreement), shall be calculated using the NEO’s monthly base salary or annual target bonus, as applicable, at the rate in effect immediately prior to the COVID-19 2020 Base Salary Reduction (“Prior Amounts”) or any increased amounts (provided no less than the Prior Amounts) subsequently agreed to by the Company and NEO, rather than the NEO’s monthly base salary or annual target bonus, as applicable, in effect as a result of the COVID-19 2020 Base Salary Reduction.

The foregoing description is qualified in its entirety by the full text of the form of Waiver filed as Exhibit 99.1 to this Current Report on Form 8-K, as incorporated herein by reference.

(d) Exhibits.

MARIN SOFTWARE INC Exhibit
EX-99.1 2 mrin-ex991_6.htm EX-99.1 CIC mrin-ex991_6.htm Exhibit 99.1 Waiver Under Change in Control and Severance Agreement This Waiver under Change in Control and Severance Agreement (this “Waiver”) is made as of May 20,…
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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.