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) March 2,
2018
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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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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18872
MacArthur Boulevard, Suite 200, Irvine,
California
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92612-1400
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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 (949)
225-4500
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Resignation of Kimberly Boren as Executive Vice President, Chief
Financial Officer
On March 2, 2018, Kimberly
Boren, Executive Vice President, Chief Financial Officer of
AutoWeb, Inc. (“Company”), notified the
Company’s board of directors that she was resigning her
position with the Company effective April 12,
2018.
The
Company and Ms. Boren will enter into a consulting arrangement in
which Ms. Boren will provide transition services to the Company for
up to a one-year period following her departure
(“Consulting
Period”). During the Consulting Period, any equity
awards previously granted to Ms. Boren that are unvested as of
April 12, 2018 shall continue to vest in accordance with the
vesting schedules set forth in the applicable equity award
agreement. Additionally, any post-termination exercise period for
vested equity awards shall not commence until the termination of
the Consulting Period; provided that in no event will such exercise
period extend beyond any expiration date set forth in the
applicable equity award agreement.
Appointment of Wesley Ozima as Interim Chief Financial
Officer
In
light of Ms. Boren’s resignation, Wesley Ozima, the
Company’s Senior Vice President, Controller, will be assuming
the additional role of Interim Chief Financial Officer and as such
will become the Company’s principal financial officer
effective April 13, 2018.
Mr.
Ozima, 55, has served as the Company’s Senior Vice President,
Controller since January 2017 and as the Company’s principal
accounting officer since January 2009. Mr. Ozima joined the Company
in August 2004. He previously served as the Company’s Vice
President, Controller, Director, Corporate Accounting, and
Director, Business Assurance & Internal Controls. In addition
and prior to joining the Company, Mr. Ozima has 15 years of public
accounting experience, including 10 years with Deloitte &
Touche LLP.
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.
Date:
March 8, 2018
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AUTOWEB,
INC.
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By:
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/s/ Glenn E.
Fuller
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Glenn
E. Fuller, Executive Vice President,
Chief
Legal and Administrative Officer and
Secretary
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