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EX-99.01 - EXHIBIT 99.01 - GLU MOBILE INCc18428exv99w01.htm
 
 
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): June 1, 2011
Glu Mobile Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-33368   91-2143667
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
45 Fremont Street, Suite 2800, San
Francisco, California
   
94105
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (415) 800-6100
Not Applicable
(Former name or former address, if changed since last report.)
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))
 
 


 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of 2007 Equity Incentive Plan
On June 2, 2011, at the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Glu Mobile Inc. (“Glu”), Glu’s stockholders approved an amendment to Glu’s 2007 Equity Incentive Plan (the “2007 Plan”). The 2007 Plan previously provided that no person was eligible to receive grants aggregating more than 333,333 shares in any calendar year other than a new employee of Glu (or any parent or subsidiary of Glu), who would be eligible to receive grants aggregating no more than 666,666 shares in the calendar year in which such employee commenced his or her employment. The amendment to the 2007 Plan increased the 333,333 share existing employee annual limitation to 750,000 shares and increased the 666,666 share new employee annual limitation to 1,500,000 shares. The amendment to the 2007 Plan previously had been approved, subject to stockholder approval, by Glu’s Board of Directors (the “Board”).
A summary of the 2007 Plan amendment is set forth in Glu’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 22, 2011 (the “Proxy Statement”). That summary and the foregoing description of the amendment is qualified in its entirety by reference to the text of the 2007 Plan, which is filed as Exhibit 99.01 hereto and incorporated herein by reference.
Acceleration of Stock Options for Ellen F. Siminoff
On June 1, 2011, the Compensation Committee of the Board approved the acceleration in full of the final tranches of two stock options held by Ellen F. Siminoff. The first stock option was granted to Ms. Siminoff when she joined the Board on June 4, 2008 and had a three-year vesting schedule, with the final tranche scheduled to vest on June 4, 2011. The second stock option was granted to Ms. Siminoff on June 3, 2010 and had a one-year vesting schedule, with the final tranche scheduled to vest on June 3, 2011. Because Ms. Siminoff did not stand for re-election at the Annual Meeting held on June 2, 2011, the final tranches of these two options would not have vested absent the action taken by the Compensation Committee. The vesting of a total of 4,274 option shares held by Ms. Siminoff were accelerated.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on June 2, 2011, Glu’s stockholders approved the five proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Proxy Statement.
1. The election of two Class I directors to serve on the Board, each to serve until Glu’s annual meeting of stockholders to be held in 2014 and until his successor is elected and qualified, or until his death, resignation or removal:
                                 
    Votes     Votes             Broker  
Name   For     Withheld     Abstentions     Non-Votes  
Hany M. Nada
    24,711,415       959,054       0       13,246,814  
Benjamin T. Smith, IV
    24,686,294       984,175       0       13,246,814  
2. The approval of an amendment to the 2007 Plan to increase the number of shares that Glu may grant to an eligible participant under the 2007 Plan during any calendar year.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
21,013,747
  4,573,955   82,767   13,246,814

 

 


 

3. The approval, on an advisory basis, of the compensation of our named executive officers as disclosed in the Proxy Statement.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
25,163,440   450,724   56,305   13,246,814
4. The approval, on an advisory basis, of the frequency of holding an advisory vote on the compensation of our named executive officers.
                 
1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
9,487,477   364,202   12,252,192   3,566,597   13,246,814
5. The ratification of the appointment of PricewaterhouseCoopers LLP as Glu’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
             
Votes For   Votes Against   Abstentions   Broker Non-Votes
38,837,620   34,884   44,779   0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit No.   Description
       
 
  99.01    
Glu Mobile Inc. 2007 Equity Incentive Plan, as amended and restated.

 

 


 

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.
         
  Glu Mobile Inc.
 
 
June 7, 2011  By:   /s/ Eric R. Ludwig    
    Name:   Eric R. Ludwig   
    Title:   Senior Vice President, Chief Financial
Officer and Chief Administrative Officer
 
 

 

 


 

         
Exhibit Index
         
  99.01    
Glu Mobile Inc. 2007 Equity Incentive Plan, as amended and restated.