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 August 8, 2017, Rosetta Stone Inc. (the “Company”) announced that it has named Mathew N. Hulett, 47, as President of Language, and appointed Mr. Hulett and Nicholas C. Gaehde, 56, President of Lexia Learning, both executive officers of the Company, effective August 21, 2017.

Mr. Hulett joints the Company most recently from Pioneer Square Labs, a Seattle-based startup studio where he served as Entrepreneur in Residence. Prior to that, from December 2015 to April 2017, Mr. Hulett served as the Chief Product Officer at TINYpulse, a privately held SaaS-based Human Resources technology provider, where he was responsible for driving product strategy, design and development. From May 2013 to September 2015, Mr. Hulett served as the Chief Executive Officer of Click Sales, Inc. (dba ClickBank), a privately held, top-100 internet retailer that provides digital life>

On July 28, 2017, the Board of Directors approved an executive employment agreement between Rosetta Stone Ltd., a wholly-owned subsidiary of the Company, and Mr. Hulett, as President of Language (the “Hulett Executive Employment Agreement”), effective as of August 21, 2017. Under the Hulett Executive Employment Agreement, Mr. Hulett will receive an annual salary of $350,000 and is eligible to participate in the Company’s annual non-equity incentive plan at an incentive target of 60% of base compensation. Mr. Hulett is also entitled to a short-term performance equity grant, with a target value at grant date of 75% of base compensation, and a long-term performance equity grant, with a target value at grant date of 50% of base compensation, both aligned to approved 2017 Language financial and operational goals. Mr. Hulett will also receive a sign-on cash bonus of $50,000, along with 12,500 performance stock units and 12,500 shares of restricted stock issued to the Company’s 2009 Omnibus Incentive Plan, as amended.

Mr. Gaehde has served as President of Lexia Learning (“Lexia”) since 2005 and became a member of the Company’s leadership team in 2013. Mr. Gaehde brings to the Company deep industry experience in literacy, software development and K–12 educational publishing. Having guided Lexia through several transformations, he has maintained a keen focus on Lexia’s mission to help improve student literacy in schools and districts throughout the United States. Prior to joining Lexia, Nick served as President of Educators Publishing Service, Inc., a publisher of literacy solutions for the K–8 market. Before that, he held product management and marketing positions at Vertigo Development Group, Lotus Development Corporation, and New England Business Service.

Messrs. Hulett and Gaehde will be entitled to participate in the Company's employee benefit, retirement and health plans. Under each respective executive employment agreement, Messrs. Hulett and Gaehde will be obligated to comply with customary restrictions on confidentiality, intellectual property ownership rights, noncompetition and nonsolicitation, and the Company will be obligated to hold harmless, indemnify and advance legal expenses arising from or out of Mr. Hulett's or Mr. Gaehde’s performance as an employee, officer or director of the Company. In

connection with the appointment of Mr. Hulett and Mr. Gaehde as executive officers of the Company, the Company intends to enter into its standard, written indemnification agreement for officers and directors with each. A form of the indemnification agreement was filed as an exhibit to the Company's Registration Statement on Form S-1, as amended (File No. 333-153632).

As is the case with the Company's other executive officers, Mr. Hulett's and Mr. Gaehde’s performance-based compensation could be subject to recoupment in the event of a material restatement or adjustment of the Company's financial statements, as set forth in the Company's Policy on Recoupment of Performance Based Compensation, which has been filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2014.

There are no family relationships between either Mr. Hulett or Mr. Gaehde and any director or executive officer of the Company, and each has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

The foregoing description of the Hulett Executive Employment Agreement is a summary only and is qualified in its entirety by reference to the Hulett Executive Employment Agreement, which will be filed as an exhibit to the Company’s upcoming quarterly 10-Q and incorporated therein by reference.A copy of the press release announcing Mr. Hulett’s appointment as President of Language and Mr. Gaehde’s appointment as an executive officer of the Company is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits


ROSETTA STONE INC Exhibit
EX-99.1 2 exhibit991pressreleasemh.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Rosetta Stone Inc. Names Mathew N. Hulett President,…
To view the full exhibit click here

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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