SOCIAL REALITY, INC. (NASDAQ:SRAX) 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.

On January 19, 2017 the board of directors of Social Reality, Inc. appointed Mr. Derek J. Ferguson to the board and as a member of the Audit Committee of our board to fill existing vacancies. Biographical information for Mr. Ferguson is as follows:

Derek J. Ferguson.  Mr. Ferguson, 36, has over 13 years of experience as a principal investor in private credit and equity investments together with corporate advisory experience serving middle market companies across a wide variety of niche businesses including tech-enabled services, manufacturing, general industrials, oil and gas, energy and environmental services, transportation/logistics, biotechnology and consumer and business services.  From February 2012 through July 2016, Mr. Ferguson was a principal with Victory Park Capital Advisors, LLC, an investment firm with a focus on alternative credit and equity solutions for small and middle market companies and, before that, was a Vice President with Maxim Partners, an independent private equity firm, where he was involved in originating, executing and managing domestic and cross-border investments.  Mr. Ferguson began his career as an Analyst – Mergers & Acquisitions, at J.P. Morgan Securities (2003 to 2005) and thereafter was an Associate at Thoma Cressey Equity Partners (2005 to 2006) and a Senior Associate at Wynnchurch Capital (2006 to 2010).  Mr. Ferguson received a B.S. in Finance from the University of Illinois at Urbana-Champaign and an MBA from the Kellogg School of Management at Northwestern University.  

Victory Park Capital Advisors, LLC is an affiliate of Victory Park Management, LLC (“VPC”).  From October 2014 until January 2017 VPC, as administrative agent and collateral agent for the lenders and holders of notes and warrants issued thereunder, was our senior secured lender to the terms of the Financing Agreement dated October 30, 2014.  While at Victory Park Capital Advisors, LLC, Mr. Ferguson was primarily responsible for managing our relationship with VPC and, from time to time, attended our board meetings to the board observation rights granted VPC under the terms of the Financing Agreement.  Notwithstanding his professional title of principal, Mr. Ferguson was not a partner, executive officer, or controlling stockholder of Victory Park Capital Advisors, LLC or any of its affiliates, including VPC, nor did he receive any compensation related to the relationship between VPC and our company other than ordinary compensation paid to him in the course of his employment.  Accordingly, our board of directors has concluded that Mr. Ferguson’s former employment with Victory Park Capital Advisors, LLC would not interfere with his exercise of independent judgment in carrying out the responsibilities of a director and that Mr. Ferguson is considered an "independent director" within the meaning of Nasdaq Marketplace Rule 5605 and Rule 10A-3(b)(1) of the Securities Act of 1933, as amended.  

Consistent with our compensation policy for non-executive directors, upon his appointment to the board Mr. Ferguson was awarded a restricted stock grant under our 2016 Equity Compensation Plan of 3,086 shares of our Class A common stock valued at $10,000 as partial consideration for his services as an independent director during 2017 and a restricted stock grant of 772 shares of our Class A common stock valued at $2,500 in connection with his appointment to the Audit Committee.  He will also receive a $10,000 annual retainer, payable quarterly, and a per meeting fee of $2,000.  There was no arrangement or understanding between Mr. Ferguson and any other person to which he was appointed to our board.

About SOCIAL REALITY, INC. (NASDAQ:SRAX)

Social Reality, Inc. is an Internet advertising and platform technology company. The Company provides tools to automate the digital advertising market. It is engaged in the sales of digital media advertising campaigns to advertising agencies and brands; sales of media inventory through real-time bidding (RTB) exchanges; sale and licensing of its SRAX Social platform and related media, and creation of custom platforms for buying media on SRAX for various brands. Its technology assists publishers in delivering their media inventory to the RTB exchanges. It provides the SRAX platform to brands and their advertising agencies. SRAX Social is a social media and loyalty platform that allows brands to launch and manage their social media initiatives. SRAX MD is an advertisement targeting and data platform for healthcare brands and medical content publishers. SRAX APP is a platform that allows publishers and content owners to launch native mobile applications through its SRAX platform.

SOCIAL REALITY, INC. (NASDAQ:SRAX) Recent Trading Information

SOCIAL REALITY, INC. (NASDAQ:SRAX) closed its last trading session down -0.21 at 3.24 with 5,000 shares trading hands.