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

On April 24, 2017, the Executive Committee of the Board of
Directors (the Board) of SITO Mobile, Ltd., a Delaware
corporation (the Company), acting to authority delegated to such
committee, appointed Jon Lowen to serve as the Chief Operating
Officer of the Company (COO), Michael Blanche to serve as the
Chief Technology Officer of the Company (CTO), and Adam Meshekow
to serve as the Chief Revenue Officer of the Company, effective
immediately.

Mr. Lowen, age 30, as COO of the Company, is responsible for the
growth of the Companys technology products, business strategies
and operational teams who oversee the day-to-day advertising and
data campaigns. Since August 2014, Mr. Lowen served as the
Companys Executive Vice President of Operations and Product
Development. Prior to joining the Company, from October 2012 to
July 2014, he ran operations at DoubleVision Networks, a mobile
demand side platform. Mr. Lowen spent his entire career in the
advertising technology space. From May 2008 to December 2011, he
worked at Outdoor Hub, LLC, now known as Carbon Media Group, the
largest outdoor sports digital media company, as the Director of
Publisher Accounts, then as Director of Ad Operations and, later,
as Chief Operating Officer. Mr. Lowen holds a Bachelors Degree in
Economics from The University of Michigan.

Additional information about Mr. Lowen can be found in the press
release issued by the Company on April 25, 2017, a copy of which
is attached hereto as Exhibit 99.1.

Mr. Blanche, age 30, as CTO of the Company, is responsible for
leading the next phase of innovation and growth for the Company,
focusing on identifying opportunities and developing technology
that result in a competitive advantage and deliver return on
investment. After joining the Company in 2015, Mr. Blanche served
as the Companys Senior Vice President of Technology Innovation.
Prior to SITO, from July 2013 to February 2015, he served as Head
of Product at Momentum, a successful SaaS based education
platform. From Jun 2010 to July 2012 he served as Head of
Operations at Comsite building a cloud based safety platform. In
March 2017, he was part of the group to advise and develop the
Location Based Advertising Measurement Guidelines issued by the
Media Rating Council. Mr. Blanche received his Bachelor of
Commerce for Business Innovation and Digital Media from the
University of Wollongong, Australia in 2010.

Additional information about Mr. Blanche can be found in the
press release issued by the Company on April 26, 2017, a copy of
which is attached hereto as Exhibit 99.2.

Mr. Meshekow, age 30, as CRO of the Company, will assume
responsibility for all existing and new revenue streams. Mr.
Meshekow has spent his entire career in digital marketing.Prior
to joining the Company in February 2014, he was responsible for
mobile marketing and brand management at Toys R Us, the largest
global toy and juvenile products-focused retailer. Mr. Meshekow
joined ToysRUs in 2010. Mr. Meshekow serves on the Advisory Board
of Kiip, a privately held mobile engagement platform. Mr.
Meshekow holds a B.S. from Roger Williams Universitys Mario J.
Gabelli School of Business.

Additional information about Mr. Meshekow can be found in the
press release issued by the Company on April 26, 2017, a copy of
which is attached hereto as Exhibit 99.2.

In connection with his appointment as COO, Mr. Lowen received
stock options to purchase 75,000 shares of the Companys common
stock; Mr. Blanche received stock options to purchase 100,000
shares of the Companys common stock in connection with his
appointment as CTO; and Mr. Meshekow received stock options to
purchase 125,000 shares of the Companys common stock in
connection with his appointment as CRO. The stock options granted
to each of Messrs. Lowen, Blanche and Meshekow are exercisable at
a price of $2.76 over a term of seven years and vest in annual
1/3 increments over three years, with the first 1/3 vested upon
grant.

In connection with the appointments, each officer will receive
increases in their base salary. Mr. Lowen will receive a base
salary of $260,000, Mr. Meshekow will receive a base salary of
$250,000, and Mr. Blanche will receive a base salary of $220,000.
Messrs. Lowen and Meshekow, who were previously included in the
Companys 2017 Executive Incentive Plan (the Plan), received an
adjustment in such participation, which adjustment will take
effect commencing on the date of appointment. Mr. Blanche who was
not previously included in the Plan, became eligible under the
Plan. Under the Plan, each officer is eligible for an annual cash
bonus and an equity grant, based upon certain revenue and EBITDA
performance thresholds set by the Companys Board (the Target
Performance). Effective as of the date of appointment, the target
cash bonus for Mr. Lowen is 50% of his base salary, the target
cash bonus for Mr. Meshekow is 50% of his base salary, and the
target cash bonus for Mr. Blanche is 40% of his base salary.
Seventy percent of the target cash bonus is payable if threshold
performance of 70% of the Target Performance is achieved, 100% of
the target cash bonus is payable if the Target Performance is
reached, with 140% of the cash bonus paid if 140% of the Target
Performance is achieved. The equity grant component of the Plan
for Messrs. Lowen and Meshekow provides for the grant of a
maximum of 28,000 performance stock options to each officer, with
the number of performance options to be received by each of the
officers based upon the achievement of the Target Performance.
Mr. Blanche is not eligible for a performance based equity grant.
The performance options are exercisable at a price of $2.76 and
vest in annual 1/3 increments over three years..

The information included in Item 5.02 of this Current Report on
Form 8-K is incorporated by reference into this Item 8.01.

(d) Exhibits

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 -0.04 at 2.60 with 87,871 shares trading hands.