Qumu Corporation (NASDAQ:QUMU) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On December 19, 2017, Qumu Corporation (the “Company”) entered into a Standstill Agreement (the “Agreement”) with Harbert Discovery Fund, LP, Harbert Discovery Fund GP, LLC, Harbert Fund Advisors, Inc. and Harbert Management Corporation (collectively, “Harbert”).

As required by the terms of the Agreement, on December 19, 2017, the Company increased the size of its Board of Directors from seven to nine members and elected each of Kenan Lucas and Neil E. Cox to the Company’s Board of Directors. Mr. Lucas was appointed to the Company’s Audit Committee and Governance Committee. Mr. Cox was appointed to the Company’s Compensation Committee and Governance Committee. Other than in respect of the Standstill Agreement, neither Mr. Lucas nor Mr. Cox has any direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

On December 19, 2017, the Company announced the election of Messrs. Lucas and Cox by the press release attached hereto as Exhibit 99.1.

Under the Agreement, the Company has agreed to nominate seven persons for election to the Company’s Board of Directors at the 2018 Annual Meeting of Shareholders and to cause the authorized number of directors immediately following the 2018 Annual Meeting to remain at seven at all times during the standstill period (as defined in the Agreement). The Company is also obligated to nominate Messrs. Lucas and Cox for election as directors at the 2018 Annual Meeting of Shareholders and to solicit proxies for the election of Messrs. Lucas and Cox in the same manner as the Company’s other nominees. Under the Agreement, Harbert agreed to appear in person or by proxy at the 2018 Annual Meeting of Shareholders and vote all shares of common stock of the Company beneficially owned by it in favor of the election of each of the Company’s nominees and in accordance with the Board’s recommendation on all other proposals.

Until the date on which Harbert takes any action that results in Harbert having beneficial ownership in the aggregate of less than 5.0% of the then outstanding common stock of the Company, if either of Messrs. Lucas or Cox should resign, be removed or die, Harbert has the right to replace Messrs. Lucas and Cox with a qualified director substitute, with the qualifications and appointment of any substitute director subject to the provisions of the Agreement.

Harbert is also subject to standstill provisions under the Agreement restricting Harbert and its affiliates from directly or indirectly taking certain actions in respect of the Company or its common stock. Such provisions generally remain in effect for a standstill period ending 30 days prior to the deadline for the submission of shareholder nominations for the Company’s 2019 Annual Meeting of Shareholders, subject to extension by mutual agreement of the parties. The Agreement also contains prohibitions on certain dispositions by Harbert during the standstill period.

The foregoing summary of the Standstill Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Standstill Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

Qumu Corp Exhibit
EX-10.1 2 ex-101agreement19december2.htm AGREEMENT Exhibit Exhibit 10.1EXECUTIONSTANDSTILL AGREEMENT This Standstill Agreement (this “Agreement”) is made and entered into as of December 19,…
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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.