THE RUBICON PROJECT, INC. (NYSE:RUBI) 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.
Mr. Michael Barrett effective as of March 16, 2017 (the Employment
Agreement) to which Mr. Barrett has joined the Company as President
and Chief Executive Officer. The Employment Agreement also provides
that Mr. Barrett will be appointed to serve on the Companys Board
of Directors. The Companys previous Chief Executive Officer, Frank
Addante, will continue to serve as Chairman of the Board and will
remain employed by the Company, working in support of Mr. Barrett
on thought leadership and the Companys long-term vision and
strategy. Mr. Addantes cash compensation will remain unchanged in
the short-term but is expected to be reduced as his new role is
defined. Mr. Addantes previously-issued stock awards will remain
outstanding and operate in accordance with their terms.
Ventures LLC, an investment company that he founded, since December
2012. From January 2014 until December 2015, he served as President
and Chief Executive Officer of Millennial Media, Inc. From July
2012 until December 2012, he served as Global Chief Revenue Officer
and Executive Vice President at Yahoo! Inc. Prior to Yahoo!, from
January 2012 until July 2012, Mr. Barrett served as Director at
Google Inc., where he led the integration efforts following
Google’s acquisition of Admeld Inc., a global supply side platform
solution for premium publishers. Mr. Barrett previously served as
Chief Executive Officer of AdMeld from November 2008 until December
2011. Mr. Barrett has also held senior positions at AOL, Fox
Interactive Media and Disney Online. Mr. Barrett serves on the
Board of Directors of MediaMath, a demand side platform that
purchases digital advertising inventory over the Companys platform.
$515,000 and he is entitled to participate in the Companys
performance-based executive bonus compensation plan in accordance
with the terms thereof with a target bonus equal to 50% of his
annual base salary and a maximum bonus equal to 200% of his annual
base salary. In addition, Mr. Barrett has received a sign-on award
of 634,780 non-qualified stock options and 1,099,138 restricted
stock units. A pro-rated portion of 25% of the restricted stock
units, based on the number of days actually worked in 2017, will
vest on December 21, 2017 and otherwise the stock options and
restricted stock units will vest in accordance with the Companys
generally applicable standard time-based vesting schedules. The
Employment Agreement also provides that Mr. Barrett is eligible to
participate in any employee benefit or group insurance plan
sponsored by the Company and generally available to other executive
officers and that he is entitled to reimbursement for reasonable
business expenses.
Severance and Vesting Acceleration Agreement (the Severance
Agreement) to provide for the following material severance
benefits: in case of Involuntary Termination (as defined in the
Severance Agreement) not in connection with or following a Sale
Transaction (as defined in the Severance Agreement), 12 months
salary continuation, pro-rata bonus at target for time served
during the year of termination, 12 months reimbursement of COBRA
expense, and 12 months vesting acceleration of time-based equity
awards; and in case of Involuntary Termination in connection with
or within 13 months following a Sale Transaction, 12 months salary
continuation plus target annual bonus, pro-rata bonus at target for
time served during the year of termination, 12 months reimbursement
of COBRA expense, and vesting acceleration of all time-based equity
awards.
Severance Agreement are not complete and are qualified in their
entirety by reference to the complete texts of the Employment
Agreement and the Severance Agreement, copies of which are filed
herewith as Exhibit 10.1 and Exhibit 10.2, respectively, and
incorporated herein by reference.
Companys executive officers or directors. Mr. Barrett is not a
party to any transaction with the Company that would be required to
be disclosed to Item 404 of Regulation S-K.
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(d)
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Exhibits
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Exhibit Number
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Description
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10.1
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Executive Employment Agreement between The Rubicon
Project, Inc. and Michael Barrett, dated March 16, 2017. |
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10.2
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Executive Severance and Vesting Acceleration Agreement
between The Rubicon Project, Inc. and Michael Barrett, dated March 16, 2017. |
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99.1
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Press Release dated March 22, 2017
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About THE RUBICON PROJECT, INC. (NYSE:RUBI)
The Rubicon Project, Inc. offers a technology solution to automate the purchase and sale of advertising for both buyers and sellers. The Company’s solution enables buyers and sellers to purchase and sell a range of advertising units, including display and video, utilizing various inventory types, including direct sale of inventory, real-time bidding (RTB) and static bidding, across digital channels, including mobile Web, mobile application and desktop, as well as across various out of home channels, such as digital billboards. The Company’s platform features applications for digital advertising sellers, including Websites, mobile applications and other digital media properties, to sell their advertising inventory; applications and services for buyers, including advertisers, agencies, agency trading desks (ATDs), demand side platforms (DSPs) and advertisement networks, to buy advertising inventory, and a marketplace over which such transactions are executed. THE RUBICON PROJECT, INC. (NYSE:RUBI) Recent Trading Information
THE RUBICON PROJECT, INC. (NYSE:RUBI) closed its last trading session up +0.01 at 5.47 with 1,798,411 shares trading hands.
