Attached files
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): January 16,
2019
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
(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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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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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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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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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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Appointment of Daniel Ingle as Executive Vice President, Chief
Operating Officer
By
action taken as of January 8, 2019, the Board of Directors of
AutoWeb, Inc. (“Company” or “AutoWeb”) appointed Mr. Daniel
Ingle, age 49, as Executive Vice President, Chief Operating Officer
of the Company, effective upon the commencement of his employment
with the Company. Mr. Ingle commenced employment with the Company
on January 16, 2019 (“Employment Commencement Date”),
and the Company announced Mr. Ingle’s appointment on the
Employment Commencement Date.
Prior
to joining AutoWeb, Mr. Ingle spent the last 12 years with Cox
Automotive serving in various capacities. Most recently, he served
as the Vice President of International Business Development, where
he was responsible for the global expansion of Kelley Blue Book and
AutoTrader. Mr. Ingle has held several different leadership
positions at Cox Automotive/Kelley Blue Book, including Vice
President of Vehicle Valuations and Industry Solutions and Vice
President of Analytic Insights and Technology. Prior to Cox, Mr.
Ingle was the director of information technology at CapitalOne Auto
Finance, where he managed a technology project portfolio that
included a direct to consumer loan originations platform as well as
a loan servicing system. He has also held positions with
PeopleFirst.com, Thomson Technology Consulting Group and Ernst
& Young. Mr. Ingle holds a Bachelor of Science degree in
Management Information Systems from Ohio University.
On
January 8, 2019, the Compensation Committee of the Board of
Directors of AutoWeb (“Compensation Committee”) approved
a base annual salary and a target annual incentive compensation
percentage for Mr. Ingle of $380,000 and 65%,
respectively.
The
Compensation Committee also approved a grant of stock options to
Mr. Ingle to acquire 165,000 shares of the Company’s common
stock at an exercise price of $3.53, the closing price of the
common stock on The Nasdaq Capital Market on the Employment
Commencement Date. The options were granted as inducement options
under Nasdaq rules. The options have a term of seven years, and
one-third of the options will vest on the first anniversary of the
Employment Commencement Date and one thirty-sixth of the options
will vest on each successive monthly anniversary of the Employment
Commencement Date for the following twenty-four months. Vesting of
the options will accelerate upon the occurrence of certain events,
including upon a change of control of the Company or upon a
termination of Mr. Ingle’s employment by the Company without
cause or by Mr. Ingle for good reason.
Additionally, the
Compensation Committee approved severance benefits for Mr. Ingle to
provide that if Mr. Ingle’s employment with the Company is
terminated by the Company without cause or by Mr. Ingle for good
reason, Mr. Ingle would be entitled to: (i) a lump sum payment
equal to 6 months of his base annual salary; and (ii) continuation
of his health and welfare insurance benefits for 6 months. Payment
of the severance benefits is conditioned on Mr. Ingle’s
execution of a general release in favor of the
Company.
The foregoing
descriptions of Mr. Ingle’s terms of employment are not
complete and are qualified in their entirety by reference to the
Offer of Employment, which is filed with this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
A copy
of AutoWeb’s press release announcing the employment of Mr.
Ingle is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Offer of Employment
between Daniel Ingle and AutoWeb, Inc. dated November 26,
2018
Press Release dated
January 16, 2019
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:
January 16, 2019
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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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