- Current report filing (8-K)
December 22 2009 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): December 16, 2009
Glu Mobile Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33368
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91-2143667
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2207 Bridgepointe
Parkway,
Suite 250, San Mateo,
California
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94404
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(650) 532-2400
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Not Applicable
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(Former name or former address if changed since last report.)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 16, 2009, the
Compensation Committee (the “Committee”) of the Board of Directors
of Glu Mobile Inc. (the “Company”) approved the Glu Mobile Inc.
2010 Executive Bonus Plan (the “Bonus Plan”), in which each of the
Company’s executive officers is eligible to participate. The material
terms of the Bonus Plan are as follows:
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Target bonus levels are a fixed percentage of the executive
officer’s annual base salary at the time the bonus is awarded.
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Bonuses are earned and paid on an annual basis, and the executive officer
must be employed on the last day of the year to be eligible for a bonus.
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50% of the bonus will be awarded based on the Company achieving at least
90% of its annual Corporate GAAP Revenue (as defined in the Bonus Plan) plan
and 50% of the bonus will be awarded based on the Company achieving at least
90% of its annual Corporate Non-GAAP Operating Margin (as defined in the Bonus
Plan) plan, with each component of the bonus evaluated independently of the
other.
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For each component, the executive officer will receive:
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50% of the bonus
related to that component if the Company achieves at least 90% of its plan;
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100% of the bonus related to that component if the Company achieves at
least 100% of its plan; and
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150% of the bonus related to that component if the Company achieves at
least 125% of its plan; however, in the event that the Company achieves at
least 125% of its plan with respect to one bonus component but fails to achieve
at least 90% of its plan with respect to the other bonus component, then the
executive will only receive 100% of the bonus related to the first bonus
component rather than 150%.
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If the Company achieves a bonus component either (i) above the 90%
minimum threshold but below the 100% maximum threshold or (ii) above the
100% minimum threshold but below the 125% maximum threshold, then the bonus
earned for such component will be calculated on a straight-line basis. However,
to the extent that the Company does not achieve at least 90% of its plan with
respect to both bonus components, there will be no straight-lining of bonus
payments above 100%.
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The Committee also established the
target bonuses under the Bonus Plan for the Company’s executive officers
as follows:
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2009 Target
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2010 Target
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2010 Target
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Executive
Officer
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Percentage
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Percentage
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2010 Salary
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Bonus
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Alessandro Galvagni
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50
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%
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60
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%
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$
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290,000
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$
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174,000
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Eric R. Ludwig
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50
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%
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60
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%
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$
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275,000
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$
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165,000
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Kevin S. Chou
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40
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%
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40
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%
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$
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240,000
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$
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96,000
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Thomas M. Perrault
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40
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%
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40
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%
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$
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225,000
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$
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90,000
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The foregoing description of the Bonus
Plan is qualified in its entirety by reference to the actual terms of the Bonus
Plan. The Bonus Plan is filed as Exhibit 99.01 to this report and is
incorporated into this Item 5.02 by reference.
2
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.01
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Glu Mobile Inc. 2010 Executive Bonus Plan
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3
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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Glu Mobile Inc.
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December 22, 2009
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By:
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/s/ Eric R. Ludwig
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Name: Eric R. Ludwig
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Title: Senior Vice President and Chief
Financial Officer
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4
Exhibit Index
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99.01
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Glu Mobile Inc. 2010 Executive Bonus Plan
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5
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