SITO MOBILE, LTD. (NASDAQ:SITO) 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 Arrangement of Certain Officers.

(b)

On September 5, 2017, each of Mr. Matthew Stecker and Mr. Thomas Thekkethala informed SITO Mobile, Ltd. (the “Company”) of their intent to resign from the Board of Directors of the Company (the “Board”), effective September 6, 2017. Each of Mr. Stecker’s and Mr. Thekkethala’s decision to resign did not involve any disagreement between such directors and the Company, the Company’s management, or the Board. The Board has filled the vacancies created by such directors’ resignations as described below.

(d)

On September 7, 2017, per the recommendation of its Nominating and Corporate Governance Committee, the Board elected Ms. Karen Seminara Patton and Mr. Steven Bornstein to serve as directors of the Company, effective immediately. Each of Ms. Seminara and Mr. Bornstein will serve as a director until the next election of directors at the Company’s annual meeting of shareholders, or until such director’s earlier death, resignation or removal.

Each of Ms. Seminara and Mr. Brent Rosenthal will serve as co-chairperson of the Board’s Audit Committee. Mr. Bornstein will serve as a member of the Board’s Compensation Committee.

There are no arrangements or understandings between either Ms. Seminara or Mr. Bornstein and any other person to which such person was elected as a director, and as of the date hereof, there are no transactions or proposed transactions between either Ms. Seminara or Mr. Bornstein and the Company that require disclosure to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

As a non-employee director, each of Ms. Seminara and Mr. Bornstein will receive compensation in the same manner as the Company’s other non-employee directors of the Company, pro rated to reflect their date of appointment relative to the election of the other members of the Board, including (i) an annual cash retainer of $37,500, (ii) an annual grant of restricted stock units with a grant date fair value of $37,500, vesting at the Company’s next annual meeting of shareholders and (ii) a one-time grant of restricted stock units with a grant date fair value of $37,500, vesting in two equal installments on June 1, 2018 and June 1, 2019. In addition, Ms. Seminara will receive an annual cash retainer of $18,750 for her service as co-chairperson of the Audit Committee. Mr. Rosenthal will not receive any additional compensation for his service as co-chairperson of the Audit Committee.

On September 11, 2017, the Company issued a press release regarding the changes to the Board described above, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

SITO MOBILE, LTD. Exhibit
EX-99.1 2 v474965_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   SITO Appoints Former CEO of ESPN and NFL Network Steve Bornstein and Nickelodeon Group CFO Karen Seminara to Its Board of Directors   Industry Veterans Bring a Wealth of Executive Experience and Proven Success Across Media,…
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About SITO MOBILE, LTD. (NASDAQ:SITO)

SITO Mobile, Ltd. operates a mobile location-based advertising platform serving businesses, advertisers and brands. The Company’s offerings include SITO Location-Based Advertising and SITO Mobile Messaging. SITO Location-Based Advertising delivers display advertisements and videos on behalf of advertisers, including various features, such as Geo-fencing, Verified walk-in, Behavioral Targeting, and Analytics and Optimization. Geo-fencing targets customers within a certain radius of location and uses technology to push coupons, advertisements and promotions to mobile applications. Verified Walk-in tracks foot-traffic to locations and which advertisements drive action. Behavioral Targeting tracks past behaviors over 30 to 90 day increments allowing for real-time campaign management. Analytics and Optimization is a culling and building measurement system. SITO Mobile Messaging is a platform for building and controlling programs, including messaging and customer incentive programs.