RIGHTSIDE GROUP, LTD. (NASDAQ:NAME) 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.
Non-Executive Chairman Agreement
On June 5, 2017, David E. Panos, the Chairman of the board of
directors of Rightside Group, Ltd. (the Company), entered into an
agreement (the Chairman Agreement) with the Company effective
June 3, 2017 relating to his services to the Company as Chairman,
and in other capacities.The Chairman Agreement terminates on the
earlier of (1) June 3, 2018, (2) the date on which Mr. Panos
ceases to serve as Chairman, or (3) upon 30 days prior written
notice by either party. In lieu of cash compensation granted to
other non-employee directors of the board of directors, Mr. Panos
is entitled to annual cash compensation of $110,000. During the
term, Mr. Panos (and his spouse and eligible dependents to the
extent provided in the applicable plans and programs) are
eligible to participate in the health and welfare benefit plans
and programs maintained by the Company for the benefit of its
employees, including medical, dental and vision insurance plans
and programs.
The foregoing description of the Chairman Agreement is qualified
in its entirety by reference to the full text of the Agreement, a
copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Amendment to Employment Agreement
On June 6, 2017, Matt Delgado, the Companys Senior Vice
President, Operations, entered into an amendment to employment
agreement (the Delgado Amendment) with the Company effective
April 1, 2017 extending the term of Mr. Delgados employment
agreement for four additional years.
The foregoing description of the Delgado Amendment is qualified
in its entirety by reference to the full text of the Agreement, a
copy of which is filed as Exhibit 10.2 hereto and incorporated
herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 2, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting) at the Woodmark Hotel located
at 1200 Carillon Point, Kirkland, Washington 98033. At the Annual
Meeting, 18,960,377 shares were represented in person or by
proxy, constituting approximately 97% of the Company’s
outstanding shares as of April 12, 2017, the record date for the
Annual Meeting.
Proposal 1 – Election of Class III Directors
Stockholders elected each of the three nominees for Class III
directors to serve until the Companys 2020 Annual Meeting of
Stockholders or until his or her respective successor has been
duly elected and qualified. The voting results were as follows:
|
Director Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
Percentage of Votes in Favor |
|
Diane M. Irvine |
14,854,023 |
1,987,898 |
2,118,456 |
88.20% |
|
Robert J. Majteles |
14,849,223 |
1,992,698 |
2,118,456 |
88.17% |
|
Taryn J. Naidu |
14,854,023 |
1,987,898 |
2,118,456 |
88.20% |
Proposal 2 – Ratification of the Independent Registered Public
Accounting Firm
Stockholders ratified the appointment of PricewaterhouseCoopers
LLP to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2017. The
voting results were as follows:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Percentage of Votes in Favor |
|
9,074,355 |
1,823,240 |
5,181 |
90.35% |
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit No. |
Description |
|
10.1 |
Non-Executive Chairman Agreement between Rightside Group, |
|
10.2 |
Amendment to Employment Agreement between Rightside |
About RIGHTSIDE GROUP, LTD. (NASDAQ:NAME)
Rightside Group, Ltd. is a provider of domain name services that enable businesses and consumers to find, establish and maintain their digital address. The Company is a registrar, offering domain name registration and other related services to resellers and domain name registrants. It provides infrastructure services through its eNom brand. It has over 16.5 million domain names under management. It has a portfolio of over 40 generic Top Level Domains (gTLDs) acquired through Internet Corporation for Assigned Names and Numbers (ICANN)’s expansion of new gTLDs. It has launched all of its gTLDs, including .NEWS, .LIVE, and .FAMILY, into general availability in the marketplace. Its registry services business builds a distribution network of over 125 ICANN accredited registrars, including GoDaddy, eNom and Name.com, as well as other complementary distribution partners, such as Website builders and e-mail service providers, that offer its gTLD domain names to businesses and consumers.