MINDBODY, Inc. (NASDAQ:MB) 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
of President of MINDBODY, Inc. (the Company), effective upon his
commencement of employment with the Company on June 19, 2017. Mr.
Mansbach will report directly to Richard Stollmeyer, the Companys
Chairman and Chief Executive Officer. Upon the effectiveness of
Mr. Mansbachs appointment as President of the Company, Mr.
Stollmeyer will conclude his role as President of the Company and
continue to serve as the Chairman of the Board and as the
Companys Chief Executive Officer.
as the President of Blue Jeans Network, Inc., a cloud-based video
communications company, from November 2015 to February 2017. He
previously served as the Chief Executive Officer of PunchTab,
Inc., an engagement and insights platform, from September 2014
until its acquisition by WalmartLabs in September 2015. Prior to
joining PunchTab, Mr. Mansbach served in various senior
management roles with the software-as-a-service division of
Citrix Systems, Inc., a provider of business mobility software,
from November 2004 to April 2014, including as Vice President,
Customer Care from November 2013 to April 2014; Vice President
and General Manager, Global Sales and Client Services from
December 2007 to November 2013; and Vice President, Enterprise
Marketing and Business Development from November 2004 to December
2007. Mr. Mansbach received his B.A. in French Language and
Literature from the University of California, Los Angeles, and
his M.A. in International Economics, European Area Studies, from
the Paul H. Nitze School of Advanced International Studies at The
Johns Hopkins University.
Mansbach and any other person to which Mr. Mansbach was selected
as an officer, and there are no family relationships between Mr.
Mansbach and any of the Companys directors or executive officers.
Additionally, Mr. Mansbach is not a party to any transactions
that would require disclosure under Item 404(a) of Regulation
Mansbach (the Employment Agreement) effective upon his
commencement of employment. The Employment Agreement has a term
of three years, with automatic renewals for additional three-year
terms, unless either party provides notice not to renew the
Employment Agreement within 90 days of the end of such three-year
term. Mr. Mansbachs employment is at-will. Mr. Mansbach will
receive an initial annual base salary of $400,000 and will be
eligible for a cash bonus with a target amount equal to 75% of
his base salary, based upon performance of the Company relative
to financial and other performance goals as reasonably
established by the Compensation Committee (the Compensation
Committee) of the Companys Board of Directors. The Company will
reimburse Mr. Mansbach for reasonable business expenses and
travel expenses in accordance with the Companys applicable
Compensation Committee, the terms and conditions of the Companys
2015 Employee Incentive Plan and the forms of award agreements
thereunder, Mr. Mansbach will be granted equity awards consisting
of (i) a stock option to purchase 130,847 shares of the Companys
Class A Common Stock, with 25% of the shares subject to the
option vesting on the first anniversary of the vesting
commencement date and 1/48th of the shares subject to the option
vesting each month thereafter, and (ii) an award of 58,002
restricted stock units, vesting 25% annually on applicable
Company vesting dates, in each case, subject to continuous
service. Mr. Mansbach will also be eligible to participate in the
Companys employee benefit plans made available to similarly
situated employees of the Company.
employment is terminated by the Company without cause (as defined
in the Employment Agreement), by Mr. Mansbach for good reason (as
defined in the Employment Agreement) or on account of death or
disability (each, a qualifying termination), upon his executing a
general release and waiver of claims against the Company in the
form provided by the Company that becomes effective and
irrevocable within the time period prescribed in the Employment
Agreement, Mr. Mansbach will receive (i) continuing payments of
severance equal to 12 months of Mr. Mansbachs annual base salary
as then in effect; and (ii) reimbursement of COBRA continuation
premiums for up to 12 months for Mr. Mansbach and his eligible
dependents (provided he is eligible for and timely elects COBRA
continuation coverage), or cash payments in lieu thereof. If the
qualifying termination occurs following the two-year anniversary
of the effective date of the Employment Agreement (the trigger
date) and (A) the Company hires a new permanent chief executive
officer after the trigger date (the new CEO date) and (B) the
qualifying termination occurs within the 12-month period after
the new CEO date (the new CEO termination date), then any
time-based shares subject to equity awards will accelerate and
vest as if Mr. Mansbach completed an additional 18 months of
service after the new CEO termination date. In addition, if the
qualifying termination occurs during the period that commences
upon a change in control (as defined in the Employment Agreement)
and ends on the first anniversary following a change in control,
then in addition to the benefits described above, 50% of Mr.
Mansbachs equity awards will vest.
Company, Mr. Mansbach has executed the Companys standard form of
indemnity agreement for officers.
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of
which is filed as Exhibit 10.1 hereto and incorporated by
stockholders (the Annual Meeting). Present at the Annual Meeting,
in person or by proxy, were holders of 30,317,609 shares of Class
A Common Stock, representing 30,317,609 votes of Class A Common
Stock, and holders of 4,835,380 shares of Class B Common Stock,
representing 48,353,800 votes of Class B Common Stock, together
representing a total of 78,671,409 votes, or more than 83% of the
eligible votes, and constituting a quorum.
each proposal and each share of Class B Common Stock was entitled
to ten votes on each proposal. The Class A Common Stock and Class
B Common Stock voted as a single class on all matters.
with respect to each such matter are set forth below.
Election of Class II Directors. Each of the following
nominees was elected to serve as a Class II director, to
hold office until the Companys 2020 annual meeting of
stockholders and until his or her successor is duly elected
and qualified. The vote for each director nominee is set
forth in the table below:
Accounting Firm. The appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December 31, 2017 was ratified by the
stockholders based on the following results of voting:
Mansbach as the President of the Company. A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit
99.1 and is incorporated in this Item 7.01 by reference.
information contained or incorporated by reference in this Item
7.01 (including Exhibit 99.1) shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities under 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.
Employment Agreement between the Registrant and Michael
Press release dated June 19, 2017.
MINDBODY, Inc. ExhibitEX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1MINDBODY,…To view the full exhibit click
here About MINDBODY, Inc. (NASDAQ:MB)
MINDBODY, Inc. is a provider of cloud-based business management software for the wellness services industry and operates as a consumer marketplace with over 51,000 local business subscribers on its platform in over 130 countries and territories. The Company’s subscribers provide a range of wellness services to approximately 28 million active consumers. Its integrated software and payments platform helps business owners in the wellness services industry run, market and build their businesses. It also helps consumers discover, evaluate, engage and transact with these businesses through the Web and mobile devices. The platform addresses various aspects of operating a wellness business, including client scheduling and online booking; retail point-of-sale; analytics and reporting; user experience; mobility; social integration; dynamic cloud-based architecture; open platform for third-party application development; integration with other cloud-based partners, and security and compliance.