TELENAV, INC. (NASDAQ:TNAV) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment to 2009 Equity Incentive Plan and Modification to
Non-Employee Director Compensation Arrangement
Non-Employee Director Compensation Arrangement
On December 12, 2016, the board of directors (the “Board”) of
Telenav, Inc. (the Company), acting upon the recommendation of
its Compensation Committee, approved the amendment to the
Companys 2009 Equity Incentive Plan (the Plan) to modify the
compensation arrangement for the Companys non-employee directors.
Telenav, Inc. (the Company), acting upon the recommendation of
its Compensation Committee, approved the amendment to the
Companys 2009 Equity Incentive Plan (the Plan) to modify the
compensation arrangement for the Companys non-employee directors.
The Plan, as amended, provides that beginning on the date of the
2017 annual meeting of stockholders and on each date of the
annual meeting of stockholders thereafter, each individual who
has served on the Board as a non-employee director for at least
the preceding six months will be granted an option to purchase
15,000 shares of the Companys common stock, vesting in twelve
equal monthly installments following the date of grant,
contingent on the directors continued service as one of the
Companys directors; provided that upon the closing of a change of
control of the Company, the unvested portion of the directors
options shall fully vest. The equity compensation for an
individual who first joins the Board as a non-employee director
remains unchanged.
2017 annual meeting of stockholders and on each date of the
annual meeting of stockholders thereafter, each individual who
has served on the Board as a non-employee director for at least
the preceding six months will be granted an option to purchase
15,000 shares of the Companys common stock, vesting in twelve
equal monthly installments following the date of grant,
contingent on the directors continued service as one of the
Companys directors; provided that upon the closing of a change of
control of the Company, the unvested portion of the directors
options shall fully vest. The equity compensation for an
individual who first joins the Board as a non-employee director
remains unchanged.
Effective January 1, 2017, each non-employee director is eligible
to receive the following cash compensation:
to receive the following cash compensation:
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Annual retainer for serving as a member of the Board
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$
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35,000
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Additional annual retainer for serving as Audit
Committee Chair |
$
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15,000
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Additional annual retainer for serving as Audit
Committee Member |
$
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8,000
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Additional annual retainer for serving as Compensation
Committee Chair |
$
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10,000
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|
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Additional annual retainer for serving as Compensation
Committee Member |
$
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5,000
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The compensation arrangement for directors serving on the
Nominating and Governance Committee and as lead independent
director remains unchanged.
Nominating and Governance Committee and as lead independent
director remains unchanged.
The Plan, as amended and restated, is filed as Exhibit 10.4.3 to
this Current Report on Form 8-K and is incorporated herein by
reference.
this Current Report on Form 8-K and is incorporated herein by
reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On December 12, 2016, the Board of the Company approved an
increase in the number of members of the Board by two directors,
from six to eight directors, and, following the recommendation of
its Nominating and Governance Committee, appointed Karen C.
Francis and Richard B. Gold to the Board, effective immediately.
Ms. Francis will serve as a Class I director, with a term
expiring at the Companys 2019 annual meeting of stockholders. She
will also serve as a member of the Compensation Committee of the
Board. Mr. Gold will serve as a Class III director, with a term
expiring at the Companys 2018 annual meeting of stockholders.
increase in the number of members of the Board by two directors,
from six to eight directors, and, following the recommendation of
its Nominating and Governance Committee, appointed Karen C.
Francis and Richard B. Gold to the Board, effective immediately.
Ms. Francis will serve as a Class I director, with a term
expiring at the Companys 2019 annual meeting of stockholders. She
will also serve as a member of the Compensation Committee of the
Board. Mr. Gold will serve as a Class III director, with a term
expiring at the Companys 2018 annual meeting of stockholders.
Ms. Francis has served as a director of AutoNation, Inc., the
largest automotive retailer in the US, since February 2016. Ms.
Francis also serves as a director of The Hanover Insurance Group,
Inc. Ms. Francis is Executive Chairman of AcademixDirect, Inc., a
technology marketing company serving the education industry. Ms.
Francis served as
largest automotive retailer in the US, since February 2016. Ms.
Francis also serves as a director of The Hanover Insurance Group,
Inc. Ms. Francis is Executive Chairman of AcademixDirect, Inc., a
technology marketing company serving the education industry. Ms.
Francis served as
Executive Chairman and CEO of AcademixDirect, Inc. from 2009 to
2014. From 2004 to 2007, Ms. Francis was Chairman and CEO of
Publicis Hal Riney, based in San Francisco and part of the
Publicis global advertising and marketing network. From 2001 to
2002, she served as Vice President of Ford Motor Company, where
she was responsible for strategic technology investments
including in-vehicle telematics, customer relationship management
across all divisions, global vehicle export operations, and Ford
Direct, the companys online sales initiative structured as a
joint venture with Ford dealers. From 1996 to 2000, Ms. Francis
held several positions with General Motors, including serving as
General Manager of the Oldsmobile division overseeing sales,
marketing, strategy and product development, as well as Regional
Manager of Chevrolets Rocky Mountain Region responsible for all
dealer operations in eleven states. Ms. Francis holds an MBA from
the Harvard Business School and a BA in Economics from Dartmouth
College.
2014. From 2004 to 2007, Ms. Francis was Chairman and CEO of
Publicis Hal Riney, based in San Francisco and part of the
Publicis global advertising and marketing network. From 2001 to
2002, she served as Vice President of Ford Motor Company, where
she was responsible for strategic technology investments
including in-vehicle telematics, customer relationship management
across all divisions, global vehicle export operations, and Ford
Direct, the companys online sales initiative structured as a
joint venture with Ford dealers. From 1996 to 2000, Ms. Francis
held several positions with General Motors, including serving as
General Manager of the Oldsmobile division overseeing sales,
marketing, strategy and product development, as well as Regional
Manager of Chevrolets Rocky Mountain Region responsible for all
dealer operations in eleven states. Ms. Francis holds an MBA from
the Harvard Business School and a BA in Economics from Dartmouth
College.
Mr. Gold has served as a director of R2 Semiconductor, Inc., a
fabless semiconductor company developing power management
technologies, since December 2008. Mr. Gold served as President
and Chief Executive Officer of CalAmp Corp., a supplier of
wireless communications solutions, from 2008 to 2011. He served
as a director of CalAmp from 2000 to 2013, including a role as
Chairman of the Board from 2004 to 2008 and a role as the Vice
Chairman of the Board from 2011 to 2013. Mr. Gold was a Managing
Director of InnoCal Venture Capital, a venture capital investment
firm, from 2004 to 2008. Mr. Gold received a BS degree in
Engineering Physics from Cornell University, an MBA from
Northeastern University, and an MS and PhD in Electrical
Engineering from Stanford University.
fabless semiconductor company developing power management
technologies, since December 2008. Mr. Gold served as President
and Chief Executive Officer of CalAmp Corp., a supplier of
wireless communications solutions, from 2008 to 2011. He served
as a director of CalAmp from 2000 to 2013, including a role as
Chairman of the Board from 2004 to 2008 and a role as the Vice
Chairman of the Board from 2011 to 2013. Mr. Gold was a Managing
Director of InnoCal Venture Capital, a venture capital investment
firm, from 2004 to 2008. Mr. Gold received a BS degree in
Engineering Physics from Cornell University, an MBA from
Northeastern University, and an MS and PhD in Electrical
Engineering from Stanford University.
In connection with Ms. Francis appointment to the Board, Ms.
Francis was granted 40,000 restricted stock units (RSUs), which
will vest annually over three years. In addition, at the
conclusion of each annual stockholders meeting, Ms. Francis is
entitled to an annual grant of stock options covering 15,000
shares, which will vest monthly over one year. The RSU and option
grants will be made subject to terms and conditions of the Plan
and, upon the closing of a change of control of the Company, the
remaining unvested portion of the equity grants will become fully
vested. Ms. Francis is also eligible to receive cash compensation
of $35,000 per year in the form of annual cash retainers for
service on the Board and $5,000 per year in the form of annual
cash retainer for service on the Compensation Committee of the
Board.
Francis was granted 40,000 restricted stock units (RSUs), which
will vest annually over three years. In addition, at the
conclusion of each annual stockholders meeting, Ms. Francis is
entitled to an annual grant of stock options covering 15,000
shares, which will vest monthly over one year. The RSU and option
grants will be made subject to terms and conditions of the Plan
and, upon the closing of a change of control of the Company, the
remaining unvested portion of the equity grants will become fully
vested. Ms. Francis is also eligible to receive cash compensation
of $35,000 per year in the form of annual cash retainers for
service on the Board and $5,000 per year in the form of annual
cash retainer for service on the Compensation Committee of the
Board.
In connection with Mr. Golds appointment to the Board, he was
granted 40,000 RSUs, which will vest annually over three years.
In addition, at the conclusion of each annual stockholders
meeting, Mr. Gold is entitled to an annual grant of stock options
covering 15,000 shares, which will vest monthly over one year.
The RSU and option grants will be made subject to terms and
conditions of the Companys Plan and, upon the closing of a change
of control of the Company, the remaining unvested portion of the
equity grants will become fully vested. Mr. Gold is also eligible
to receive cash compensation of $35,000 per year in the form of
annual cash retainers for service on the Board.
granted 40,000 RSUs, which will vest annually over three years.
In addition, at the conclusion of each annual stockholders
meeting, Mr. Gold is entitled to an annual grant of stock options
covering 15,000 shares, which will vest monthly over one year.
The RSU and option grants will be made subject to terms and
conditions of the Companys Plan and, upon the closing of a change
of control of the Company, the remaining unvested portion of the
equity grants will become fully vested. Mr. Gold is also eligible
to receive cash compensation of $35,000 per year in the form of
annual cash retainers for service on the Board.
Each of Ms. Francis and Mr. Gold also executed the Companys
standard form of indemnification agreement, a copy of which has
been filed as Exhibit 10.1 to the Companys Registration Statement
on Form S-1 (File No.333-162771) filed with the Securities and
Exchange Commission on October 30, 2009 and incorporated herein
by reference.
standard form of indemnification agreement, a copy of which has
been filed as Exhibit 10.1 to the Companys Registration Statement
on Form S-1 (File No.333-162771) filed with the Securities and
Exchange Commission on October 30, 2009 and incorporated herein
by reference.
On August 24, 2016, the Company entered into a letter agreement
(the Agreement) with Nokomis Capital, L.L.C and certain related
persons (collectively, the Nokomis Group). to the Agreement, the
Company and the Nokomis Group agreed that they will cooperate to
identify a mutually acceptable independent director to join the
Board as a Class II director with a term expiring at the Companys
2017 Annual Meeting of Stockholders (the New Director) as
promptly as practicable following the execution of the Agreement.
On December 11, 2016, Nokomis Group confirmed in writing with the
Company that upon the appointment of Mr. Gold to the Board as a
Class II or Class III director, Mr. Gold will be the New Director
and will satisfy the requirements of the Agreement and that no
Intermediary Director as such term is defined in the Agreement
will be appointed.
(the Agreement) with Nokomis Capital, L.L.C and certain related
persons (collectively, the Nokomis Group). to the Agreement, the
Company and the Nokomis Group agreed that they will cooperate to
identify a mutually acceptable independent director to join the
Board as a Class II director with a term expiring at the Companys
2017 Annual Meeting of Stockholders (the New Director) as
promptly as practicable following the execution of the Agreement.
On December 11, 2016, Nokomis Group confirmed in writing with the
Company that upon the appointment of Mr. Gold to the Board as a
Class II or Class III director, Mr. Gold will be the New Director
and will satisfy the requirements of the Agreement and that no
Intermediary Director as such term is defined in the Agreement
will be appointed.
There are no family relationships between Ms. Francis and Mr.
Gold, on the one hand, and any of the officers or directors of
the Company, on the other hand.
Gold, on the one hand, and any of the officers or directors of
the Company, on the other hand.
There are no transactions between Ms. Francis and Mr. Gold, on
the one hand, and the Company, on the other hand, that would be
reportable under Item 404(a) of Regulation S-K.
the one hand, and the Company, on the other hand, that would be
reportable under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the
appointment of Ms. Francis and Mr. Gold as directors is attached
as Exhibit 99.1 and incorporated herein by reference.
appointment of Ms. Francis and Mr. Gold as directors is attached
as Exhibit 99.1 and incorporated herein by reference.
(e)
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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10.4.3
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2009 Equity Incentive Plan, amended and restated as of
December 12, 2016. |
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99.1
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Press Release, issued by Telenav, Inc. on December 13,
2016. |
About TELENAV, INC. (NASDAQ:TNAV)
TeleNav, Inc. (Telenav) is a provider of location-based platform services. The Company’s services consist of its automotive and mobile navigation platform and its advertising delivery platform. The Company operates through three segments: automotive, advertising and mobile navigation. The automotive segment provides its map and navigation platform to auto manufacturers and original equipment manufacturers (OEMs) for distribution with their vehicles. The advertising segment provides interactive mobile advertisements on behalf of its advertising clients to consumers based on the location of the user and other targeting capabilities. The mobile navigation segment provides its map and navigation platform to end users through mobile devices. The Company’s auto and mobile navigation platform allows it to deliver location-based services to auto manufacturers, developers and end users through various distribution channels, including wireless carriers. TELENAV, INC. (NASDAQ:TNAV) Recent Trading Information
TELENAV, INC. (NASDAQ:TNAV) closed its last trading session up +0.15 at 6.80 with 68,246 shares trading hands.
