Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
The information set forth under Item
1.01 above of this Current Report on Form
8-K
is incorporated into this Item 5.02(b) by reference.
Effective as
of August 17, 2017, Steven Craddock resigned as a Class II Director of SeaChange. Mr. Craddocks decision to resign from the Board did not involve a disagreement with SeaChange on any matter relating to SeaChanges
operations, policies or practices.
Effective as of August 17, 2017, Royce E. Wilson resigned as a Class I Director of SeaChange and was elected
by the Board as a Class II Director with a term to expire at the 2019 annual meeting of stockholders and will serve on the Corporate Governance and Nominating Committee of SeaChanges Board of Directors.
Effective as of August 17, 2017, William Markey resigned as a Class II Director of SeaChange and was elected by the Board as a Class III
Director with a term to expire at the 2020 annual meeting of stockholders and will serve as Chairman of SeaChanges Board of Directors, Chairman of the Corporate Governance and Nominating Committee of SeaChanges Board of Directors and as
a member of the Audit Committee of SeaChanges Board of Directors.
(d)
The
information set forth under Item 5.02(b) above of this Current Report on Form
8-K
is incorporated into this Item 5.02(d) by reference. The biographies of Mr. Markey and Mr. Wilson included in
SeaChanges Proxy Statement on Schedule 14A previously filed on May 26, 2017 with the Commission (File
No. 000-21393)
under the heading Election of Directors are incorporated herein
by reference.
Upon recommendation of the Corporate Governance and Nominating Committee and as contemplated by the Cooperation Agreement, the Board
elected Mr. Bonney as a Class I Director of SeaChange with a term to expire at the 2018 Annual Meeting. Mr. Bonney was also appointed as Chairman of the Compensation Committee of SeaChanges Board of Directors and as a member of
the Audit Committee of SeaChanges Board of Directors.
Mr. Bonney most recently served as President and Chief Executive Officer of MRV
Communications, Inc. (NASDAQ: MRVC) from December 2014 to August 2017 and as a director of MRV Communications, Inc. from April 2013 to August 2017. Mr. Bonney has served as a Director of Zix Corporation (NASDAQ: ZIXI) since January 2013 and
serves as a member of the Audit Committee and Nominating & Corporate Governance Committee of Zix Corporation. Mr. Bonney also serves as a Director of Community eConsult Network, Inc., a
not-for-profit
corporation engaged in medical consultative services, and is Chairman Emeritus of Community Health Centers. Mr. Bonney holds a BS in Business Administration from Central Connecticut State
University and an MBA in Finance from the University of Hartford.
In addition, upon recommendation of the Corporate Governance and Nominating Committee,
the Board elected Mr. Sriubas as a Class II Director of SeaChange with a term to expire at the 2019 Annual Meeting. Mr. Sriubas was also appointed as a member of the Audit and Compensation Committees of SeaChanges Board of
Directors.
Mr. Sriubas serves as Chief Commercial Officer of Outfront Media, the largest
out-of-home
advertising company in the U.S. Mr. Sriubas has been an advisor to the SeaChange board since May 2016, and has chaired the companys Advisory Board that works with the management team on
strategic and technology matters. He began his career with Citibank in media and tech investment banking, and held more senior investment banking roles at other firms including Donaldson Lufkin Jenrette, UBS, and JP Morgan, before joining Sonifi as
Chief Strategist and Head of Corporate Development. Mr. Sriubas is a member of the Advisory Committee of Palisades Growth Capital, and also serves as an advisor to Secure Mobile Contact System Co. and Tout Inc. Mr. Sriubas is also a
director of the Jack Kemp Foundation. Mr. Sriubas holds a BS in Finance from the Carroll School of Management at Boston College.
As a
non-employee
director, each of Mr. Bonney and Mr. Sriubas is entitled to compensation pursuant to SeaChanges director compensation policies. In accordance with such policies, each of Mr. Bonney
and Mr. Sriubas will receive deferred or restricted stock units for shares of Common Stock valued at $100,000, which will vest in equal annual installments over the three years following August 17, 2017 subject to acceleration in the event
of a change in control of SeaChange, and an award of deferred or restricted stock units for shares of Common Stock valued at $100,000, which will vest on the earlier of SeaChanges 2018 annual meeting of stockholders and July 13, 2018,
subject to acceleration in the event of a change in control of SeaChange.
In connection with their respective appointments to the Board, each of
Mr. Bonney and Mr. Sriubas will enter into an Indemnification Agreement (the Indemnification Agreement) with SeaChange, effective as of August 17, 2017, the terms of which are substantially similar to those agreements
previously entered into by SeaChange with its other
non-employee
directors, the form of which has previously been filed as Exhibit 10.15 to SeaChanges Annual Report on Form
10-K
filed on April 10, 2013 (File
No. 000-21393).
In addition, Mr. Bonney and SeaChange have entered into the Director Agreement, in the form attached as
Exhibit A to the Cooperation Agreement, pursuant to which Mr. Bonney confirms certain obligations to SeaChange.
In connection with the foregoing,
SeaChange has issued a press release, a copy of which is included with this report as Exhibit 99.1.