Qumu Corporation (NASDAQ:QUMU) 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. |
Effective March 8, 2017, the Compensation Committee of the Board
of Directors of Qumu Corporation (the Company) approved and the
Board of Directors of the Company ratified the establishment of
the Companys short-term incentive program for 2017 (the 2017
Incentive Plan) and set the cash incentive pay opportunities
under the 2017 Incentive Plan for the Companys executive
officers: Vern Hanzlik, President and Chief Executive Officer,
and Peter J. Goepfrich, Chief Financial Officer.
of Directors of Qumu Corporation (the Company) approved and the
Board of Directors of the Company ratified the establishment of
the Companys short-term incentive program for 2017 (the 2017
Incentive Plan) and set the cash incentive pay opportunities
under the 2017 Incentive Plan for the Companys executive
officers: Vern Hanzlik, President and Chief Executive Officer,
and Peter J. Goepfrich, Chief Financial Officer.
Under the 2017 Incentive Plan, the Compensation Committee
determined minimum, target and maximum amounts of four
performance goals for 2017: core bookings, revenue, adjusted
EBITDA, and cash flow from operations, which will each be
weighted 25%. Core bookings is defined as the dollar value of
signed non-cancellable customer purchase commitments for the
following categories: (i) perpetual licenses, (ii) subscription
and support for less than one year terms, (iii) hardware, (iv)
professional services and other, and (v) maintenance and support
for less than one year terms. Revenue and cash flow from
operations will be determined in conformity with U.S. generally
accepted accounting principles. Adjusted EBITDA is defined as
earnings before interest, taxes, depreciation and amortization,
adjusted by excluding expense associated with equity based
compensation, but including cash incentive compensation expense
and further adjusted by excluding $150,000 of budgeted severance
expense.
determined minimum, target and maximum amounts of four
performance goals for 2017: core bookings, revenue, adjusted
EBITDA, and cash flow from operations, which will each be
weighted 25%. Core bookings is defined as the dollar value of
signed non-cancellable customer purchase commitments for the
following categories: (i) perpetual licenses, (ii) subscription
and support for less than one year terms, (iii) hardware, (iv)
professional services and other, and (v) maintenance and support
for less than one year terms. Revenue and cash flow from
operations will be determined in conformity with U.S. generally
accepted accounting principles. Adjusted EBITDA is defined as
earnings before interest, taxes, depreciation and amortization,
adjusted by excluding expense associated with equity based
compensation, but including cash incentive compensation expense
and further adjusted by excluding $150,000 of budgeted severance
expense.
The Compensation Committee retains the discretion to include or
exclude items from any of the four performance goals and
determine the amount of core bookings, revenue, adjusted EBITDA
or cash flow from operations to be used in calculating incentive
pay under the 2017 Incentive Plan.
exclude items from any of the four performance goals and
determine the amount of core bookings, revenue, adjusted EBITDA
or cash flow from operations to be used in calculating incentive
pay under the 2017 Incentive Plan.
Under the 2017 Incentive Plan, achievement of a performance goal
at less than target level will result in proportionately
decreasing incentive pay relating to that performance goal until
the achievement fails to meet the minimum, at which point the
executives are entitled to no incentive pay with respect to that
performance goal. Achievement of a performance goal at greater
than target level will result in proportionately increasing
incentive pay relating to that performance goal. However, under
the 2017 Incentive Plan, the maximum incentive pay that may be
earned by an executive officer will not exceed 150% his incentive
pay at the target level, even if actual performance exceeds the
maximum level for any or all performance goals.
at less than target level will result in proportionately
decreasing incentive pay relating to that performance goal until
the achievement fails to meet the minimum, at which point the
executives are entitled to no incentive pay with respect to that
performance goal. Achievement of a performance goal at greater
than target level will result in proportionately increasing
incentive pay relating to that performance goal. However, under
the 2017 Incentive Plan, the maximum incentive pay that may be
earned by an executive officer will not exceed 150% his incentive
pay at the target level, even if actual performance exceeds the
maximum level for any or all performance goals.
Additionally, the failure to achieve the minimum cash flow from
operations, even if other performance goals are achieved, will
result in no incentive pay under the 2017 Incentive Plan.
operations, even if other performance goals are achieved, will
result in no incentive pay under the 2017 Incentive Plan.
The Compensation Committee also is approving the cash incentive
pay that the executive officers may earn under the 2017 Incentive
Plan at the target level of achievement of each performance goal
as a percentage of their respective salaries as follows: Mr.
Hanzlik, 65%, and Mr. Goepfrich, 50%. At the maximum level of
achievement, Mr. Hanzlik may earn incentive pay of 97.5% of his
base salary and Mr. Goepfrich may earn incentive pay of 75% of
his base salary.
pay that the executive officers may earn under the 2017 Incentive
Plan at the target level of achievement of each performance goal
as a percentage of their respective salaries as follows: Mr.
Hanzlik, 65%, and Mr. Goepfrich, 50%. At the maximum level of
achievement, Mr. Hanzlik may earn incentive pay of 97.5% of his
base salary and Mr. Goepfrich may earn incentive pay of 75% of
his base salary.
The base salaries of Messrs. Hanzlik and Goepfrich were not
changed from the base salaries in effect for 2016. As was the
case for the 2016 Incentive Plan, for the purposes of determining
incentive pay under the 2017 Incentive Plan to Mr. Hanzlik, the
Compensation Committee will continue use Mr. Hanzliks lower base
salary unadjusted for the higher cost of living index in the San
Francisco, California metropolitan area.
changed from the base salaries in effect for 2016. As was the
case for the 2016 Incentive Plan, for the purposes of determining
incentive pay under the 2017 Incentive Plan to Mr. Hanzlik, the
Compensation Committee will continue use Mr. Hanzliks lower base
salary unadjusted for the higher cost of living index in the San
Francisco, California metropolitan area.
Payout of the 2017 Incentive Plan will be in a combination of
cash and performance stock units. The performance stock units
represent a contractual right to receive shares of the Companys
common stock upon the achievement of the 2017 Incentive Plan
performance goals. The form of performance stock unit award
agreement is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
cash and performance stock units. The performance stock units
represent a contractual right to receive shares of the Companys
common stock upon the achievement of the 2017 Incentive Plan
performance goals. The form of performance stock unit award
agreement is attached hereto as Exhibit 10.1 and incorporated by
reference herein.
In connection with the 2017 Incentive Plan, Mr. Hanzlik was
issued a number of performance stock units equal to the dollar
value of 50% of the target level of achievement of the 2017
Incentive Plan divided by the fair market value of one share of
the Companys common stock on the date of issuance, or 105,642
performance stock units. In connection with the 2017 Incentive
Plan, Mr. Goepfrich was issued performance stock units equal to
the dollar value of 25% of his target levels of achievement of
the 2017 Incentive Plan divided by the fair market value of one
share of the Companys common stock on the date of issuance, or
19,078 performance stock units.
issued a number of performance stock units equal to the dollar
value of 50% of the target level of achievement of the 2017
Incentive Plan divided by the fair market value of one share of
the Companys common stock on the date of issuance, or 105,642
performance stock units. In connection with the 2017 Incentive
Plan, Mr. Goepfrich was issued performance stock units equal to
the dollar value of 25% of his target levels of achievement of
the 2017 Incentive Plan divided by the fair market value of one
share of the Companys common stock on the date of issuance, or
19,078 performance stock units.
In settlement of the performance stock units, the Company will
issue a number of shares as is equal to the number of performance
stock units issued multiplied by the total percentage achievement
of the performance goals for the 2017 Incentive Plan after
applying weighting. For Mr. Goepfrich, the remaining 2017
Incentive Plan incentive pay will be paid in cash based
issue a number of shares as is equal to the number of performance
stock units issued multiplied by the total percentage achievement
of the performance goals for the 2017 Incentive Plan after
applying weighting. For Mr. Goepfrich, the remaining 2017
Incentive Plan incentive pay will be paid in cash based
upon achievement of the four performance goals under the 2017
Incentive Plan. Achievement above 50% target for each executive
officer will be paid solely in cash.
Incentive Plan. Achievement above 50% target for each executive
officer will be paid solely in cash.
All incentive pay earned in 2017 will be determined or paid in
the first quarter of 2018 and an executive officer must be
employed by the Company as of December 31, 2017 and as of the
payment date in order to receive any incentive pay under the 2017
Incentive Plan unless otherwise provided in the Companys letter
agreement with the executive officer relating to severance and
change in control benefits. Additionally, all incentive payments
are subject to clawback to the extent required by federal law and
the Companys Second Amended and Restated 2007 Stock Incentive
Plan, as amended.
the first quarter of 2018 and an executive officer must be
employed by the Company as of December 31, 2017 and as of the
payment date in order to receive any incentive pay under the 2017
Incentive Plan unless otherwise provided in the Companys letter
agreement with the executive officer relating to severance and
change in control benefits. Additionally, all incentive payments
are subject to clawback to the extent required by federal law and
the Companys Second Amended and Restated 2007 Stock Incentive
Plan, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit No.
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Description
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10.1
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Form of Performance Stock Unit Award Agreement adopted
under 2017 Incentive Plan |
About Qumu Corporation (NASDAQ:QUMU)
Qumu Corporation (Qumu) is an enterprise video content management software company. The Company is engaged in providing tools businesses need to create, manage, secure, deliver and measure their videos. The Company operates through the enterprise video content management software business segment. Its video content management software solutions allow organizations to create, capture, organize and deliver content across the extended enterprise to a range of end points, including mobile devices and thick or thin clients. Qumu’s video platform supports both live and on-demand streaming. The Qumu platform is a video content management software solution that can be deployed as a perpetual software license, a term software license or a cloud-hosted software as a service (SaaS). Qumu Capture Studio is a portable software-enabled device that records, edits and publishes video and presentation content. Qumu Corporation (NASDAQ:QUMU) Recent Trading Information
Qumu Corporation (NASDAQ:QUMU) closed its last trading session down -0.01 at 1.89 with 509,186 shares trading hands.
