Rosetta Stone Inc. (NYSE:RST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Rosetta Stone Inc. (NYSE:RST) 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.

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On October16, 2017, the board of directors (the “Board” ) of Rosetta Stone Inc. (the “Company”) unanimously voted to increase the size of its Board by one seat to seven members and appointed Jessie Woolley-Wilson as a director effective October16, 2017. Ms. Woolley-Wilson was assigned to Class III of the Company’s classified board. The next election of Class III directors will be at the Company’s 2018 Annual Meeting of the Stockholders ( “2018 Annual Meeting”). Ms. Woolley-Wilson was also appointed to serve on the Compensation Committee of the Board. Following Ms. Woolley-Wilson’s appointment, the members of the Compensation Committee are David Nierenberg, Patrick Gross, Caroline Tsay and Ms. Woolley-Wilson.

As a director, Ms. Woolley-Wilson will participate in the standard non-employee director compensation arrangements described under the heading “Director’s Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2017. Ms. Woolley-Wilson’s award will be pro-rated for services to be rendered through the 2018 Annual Meeting. Ms. Woolley-Wilson will also receive the same indemnification as the Company’s other non-employee directors, to an agreement in the form of that filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on September 23, 2008 (File No. 333-153632).

Ms. Woolley-Wilson has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Biographical information with respect to Ms. Woolley-Wilson is contained in a copy of the press release in which her election was announced, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits


ROSETTA STONE INC Exhibit
EX-99.1 2 rs-8xkjwoolleyxwilsonappoi.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Rosetta Stone Inc. Appoints Jessie Woolley-Wilson to Board of Directors ARLINGTON,…
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About Rosetta Stone Inc. (NYSE:RST)

Rosetta Stone Inc. (Rosetta Stone) offers personalized language and reading programs. The Company’s solutions are used by schools, businesses, government organizations and individuals around the world. Its segments include Enterprise & Education, which derives revenues from sales to educational institutions, corporations and government agencies worldwide, and Consumer, which derives revenue from sales to individuals and retail partners. Its cloud-based programs allow users to learn online or on-the-go via tablet or smartphone, whether in a classroom, corporate setting, or personal learning environment. Its Fit Brains business offers personalized brain training programs. The Company offers courses in over 30 languages across formats, including Web-based software subscriptions, digital downloads, mobile applications, and perpetual compact disc packages. It also offers a portfolio of technology-based learning products for personal use to the global consumer.

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