Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2018, the Compensation Committee (“Committee”) of the Board of Directors (“Board”) of Telenav, Inc. (the “Company”) approved an amendment to the Company’s 2009 Equity Incentive Plan (the “Plan”). The amendment provides that 95% of future grants of stock options, restricted stock and stock appreciation rights awarded during any fiscal year of the Company must have a vesting period which provides that no stock options, restricted stock and stock appreciation rights shall vest until the one year anniversary of the grant date of such grants. Further, the Committee approved an amendment to the Company’s Stock Ownership Guidelines to provide for a portion (25% net) of any (i) shares of the Company’s common stock issued pursuant to the exercise of stock options and stock appreciation rights that vest in the future, and (ii) shares pursuant to restricted stock that vest in the future, to be held by an executive officer of the Company or a non-employee director of the Board, as applicable, until the required ownership described in the Company’s Stock Ownership Guidelines applicable to him or her is met; provided, however, the sale of common stock issued pursuant to the exercise of stock options and stock appreciation rights or pursuant to restricted stock is permitted for the satisfaction of tax withholding obligations.
The 2009 Equity Incentive Plan, as amended, will be filed with the Company’s Quarterly Report for the fiscal quarter ending on March 31, 2018.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.