RETAILMENOT, INC. (NASDAQ:SALE) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Mr. Jeffrey M. Crowe, a former member of RetailMeNot, Inc.’s (the “Company’s”) Board of Directors (the “Board”) and Audit Committee, declined to stand for reelection at the Company’s annual meeting of stockholders held on April 27, 2017 in order to pursue other opportunities. Because Mr. Crowe’s term as a director expired on April 27, 2017, and because he did not stand for reelection, Mr. Crowe’s departure resulted in the Company’s Audit Committee being composed of only two independent directors. NASDAQ Global Select Market LLC (“Nasdaq”) audit committee composition requirements as set forth in Listing Rule 5605(c)(2)(A) require the Company’s Audit Committee to be composed of at least three independent directors.

On May 4, 2017, the Company notified Nasdaq of its noncompliance with the listing rule described above, which notification also specified the Company’s reliance on the cure period provided by NASDAQ Listing Rule 5605(c)(4).

On May 8, 2017, the Company received correspondence from the Nasdaq noting that the Company was no longer in compliance with Nasdaq’s audit committee composition requirements as set forth in Listing Rule 5605(c)(2)(A) (the “Notice”). The Notice also stated, among other things, that, to Listing Rule 5605(c)(4), the Company is entitled to a cure period to reestablish compliance with Listing Rule 5605(c)(2)(A), which cure period will expire upon (i) the earlier of either the date of the Company’s next annual shareholders’ meeting or April 27, 2018, or (ii) if the next annual shareholders’ meeting is held before October 24, 2017, no later than October 24, 2017.

On April 10, 2017, the Company entered into an Agreement and Plan of Merger, or Merger Agreement, with Harland Clarke Holdings Corp., or HCH, to which HCH has agreed to acquire all issued and outstanding shares of the Company’s Series 1 common stock at a purchase price of $11.60 per share (the “Merger”) through a tender offer and second step merger process. Assuming timely satisfaction of all closing conditions set forth in the Merger Agreement, and upon consummation of the Merger, the Company will become privately held. Given the pendency of the Merger, the Company is not actively working to fill the vacancy on its Audit Committee left by Mr. Crowe’s departure. However, the Company would expect to be compliant with the audit committee composition requirements under Listing Rule 5605(c)(2)(A), to the extent they remain applicable, by or before the end of the cure period described above.

About RETAILMENOT, INC. (NASDAQ:SALE)

RetailMeNot Inc. operates a digital savings destination connecting consumers with retailers, restaurants and brands, both online and in-store. The Company’s marketplace features over 800,000 digital offers each month. The Company’s Websites, mobile applications, e-mail newsletters and alerts and social media presence enable consumers to search for, discover and redeem digital offers from retailers and brands. Its marketplace features digital offers across multiple product categories, including clothing, electronics, health and beauty, home and office, travel, dining and entertainment, personal and business services, and shoes. Its primary Websites and mobile applications include RetailMeNot.com, VoucherCodes.co.uk, Poulpeo.com, RetailMeNot.de, Actiepagina.nl, Ma-Reduc.com, and iPhone and Android. It aggregates digital offers from retailers, performance marketing networks, user community, employees and outsourced providers.

RETAILMENOT, INC. (NASDAQ:SALE) Recent Trading Information

RETAILMENOT, INC. (NASDAQ:SALE) closed its last trading session 00.00 at 11.60 with 340,192 shares trading hands.