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
Arrangements of Certain Officers.
(b) On April 18, 2017, the Board of Directors (the Board)
of SITO Mobile, Ltd., a Delaware corporation (the
Company), determined that Brent D. Rosenthal, a current
member of the Board, will not be nominated or recommended by the
Board for re-election at the Companys 2017 Annual Meeting of
Stockholders (the 2017 Annual Meeting).
(d) Also on April 18, 2017, the Board appointed Lowell W.
Robinson, age 68, to serve as a director of the Company,
effective immediately. With the appointment of Mr. Robinson, the
SITO Board will be temporarily increased to six directors but
will automatically revert back to five directors following the
certification of the stockholder vote at SITOs 2017 Annual
Meeting as only five directors will be elected at the 2017 Annual
Meeting.
The Board has determined that Mr. Robinson qualifies as an
independent director as defined under Rule 5605(a)(2) of the
NASDAQ Marketplace Rules.
In connection with his election to the Board, Mr. Robinson was
appointed to the SITO Boards audit committee, governance and
nominating committee and compensation committee.
Mr. Robinson received stock options to purchase 20,000 shares of
SITOs common stock in connection with his appointment as a
director and will receive compensation for his services
(consisting of cash retainers and eligibility for equity awards)
under the Companys director compensation program applicable to
non-employee directors. In connection with his appointment as a
director, Mr. Robinson will enter into the Companys standard form
of indemnification agreement.
There are currently no arrangements or understandings between Mr.
Robinson and any other person to which Mr. Robinson was appointed
to serve as a member of the Board. The Company is not aware of
any transaction involving Mr. Robinson requiring disclosure under
Item 404(a) of Regulation S-K.
Additional information about Mr. Robinson can be found in the
press release issued by the Company on April 19, 2017, a copy of
which is attached hereto as Exhibit 99.1.
| Item8.01 | Other Events. |
The information included in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this Item 8.01.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description | |
| 99.1 |
Press Release issued by SITO Mobile, Ltd. on April 19, 2017 (filed herewith). |
Important Additional Information And Where To Find
It
SITO Mobile, Ltd. (SITO), its directors and certain of its
executive officers are deemed to be participants in a
solicitation of consent revocations from SITOs stockholders in
connection with a pending consent solicitation by a stockholder
seeking consents (the Consent Solicitation). Information
regarding the names of SITOs directors and executive officers and
their respective interests in SITO by security holdings or
otherwise can be found in SITOs proxy statement for its 2016
Annual Meeting of Stockholders, filed with the Securities and
Exchange Commission (SEC) on January 19, 2016. To the
extent holdings of SITOs securities have changed since the
amounts set forth in SITOs proxy statement for its 2016 Annual
Meeting of Stockholders, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4 filed with the SEC.
These documents are available free of charge at the SECs website
at www.sec.gov.
SITO intends to file a consent revocation statement (the
Consent Revocation Solicitation Statement) and
accompanying WHITE consent revocation
card with the SEC in connection with the Consent Solicitation.
Additional information regarding the identity of participants,
and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Consent Revocation
Solicitation Statement, including the schedules and appendices
thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH CONSENT REVOCATION SOLICITATION STATEMENT AND THE
ACCOMPANYING WHITE CONSENT REVOCATION
CARD AND OTHER DOCUMENTS FILED BY SITO WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain the
Consent Revocation Solicitation Statement, any amendments or
supplements to the Consent Revocation Solicitation Statement, the
accompanying WHITE consent revocation
card, and other documents filed by SITO with the SEC for no
charge at the SECs website at www.sec.gov. Copies will also be
available at no charge at the Investor Relations section of SITOs
corporate website at www.sitomobile.com, by writing to SITOs
Corporate Secretary at SITO Mobile, Ltd., The Newport Corporate
Center, 100 Town Square Place, Suite 204, Jersey City, NJ 07301,
or by calling SITO at (201) 275-0555.
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. SITO MOBILE, LTD. (NASDAQ:SITO) Recent Trading Information
SITO MOBILE, LTD. (NASDAQ:SITO) closed its last trading session down -0.02 at 2.58 with 60,626 shares trading hands.