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):  May 20, 2020

Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company ☐

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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(e)

To help Marin Software Incorporated (the “Company”) address and respond to the recent and anticipated effects of the COVID-19 pandemic on its business, on May 20, 2020, the Board of Directors of the Company (the “Board”) approved, effective as of June 1, 2020, 20% reductions to the annual base salaries of each of Christopher Lien, the Company’s Chief Executive Officer (“CEO”) and principal executive officer, Robert Bertz, the Company’s Chief Financial Officer (“CFO”) and principal financial officer, and Wister Walcott, the Company’s Executive Vice President, Product and Technology (“EVP” and together with the CEO and CFO, the “NEOs”), each of whom is a named executive officer disclosed in the Summary Compensation Table included in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 16, 2020.

In connection with such reductions in the annual base salaries of the NEOs (the “COVID-19 2020 Base Salary Reductions”), the Board approved the Company entering into waivers (the “Waivers”) under the Change in Control and Severance Agreements that the Company had previously entered into with each of the NEOs (the “CIC and Severance Agreements”).

The Waivers provide that each NEO shall consent to the COVID-19 2020 Base Salary Reduction as a one-time waiver of the NEO’s right to assert “Good Reason” for purposes of the CIC and Severance Agreement and that the NEO shall agree that the COVID-19 2020 Base Salary Reduction shall not constitute “Good Reason” for purposes of the CIC and Severance Agreement.  The Waivers also provide that should the Company reduce the NEO’s salary again after the COVID-19 2020 Base Salary Reduction, then the NEO may assert Good Reason again subject to all of the conditions set forth in the CIC and Severance Agreement.  The NEO’s annual target cash bonus as a percentage of annual base salary will not change, but any cash bonus for 2020 will be calculated based on actual salary paid in 2020 (which will therefore reflect the reduced annual base salary from and after June 1, 2020).

The Waivers also provide that the Company and the NEO agree that any cash severance payments that the Company may become obligated to pay to the NEO pursuant to Section 2(a) of the CIC and Severance Agreement in connection with any Qualifying Termination (as defined in the CIC and Severance Agreement), or pursuant to Section 3(a) of the CIC and Severance Agreement in connection with any CIC Qualifying Termination (as defined in the CIC and Severance Agreement), shall be calculated using the NEO’s monthly base salary or annual target bonus, as applicable, at the rate in effect immediately prior to the COVID-19 2020 Base Salary Reduction (“Prior Amounts”) or any increased amounts (provided no less than the Prior Amounts) subsequently agreed to by the Company and NEO, rather than the NEO’s monthly base salary or annual target bonus, as applicable, in effect as a result of the COVID-19 2020 Base Salary Reduction.

The foregoing description is qualified in its entirety by the full text of the form of Waiver filed as Exhibit 99.1 to this Current Report on Form 8-K, as incorporated herein by reference. 

(d) Exhibits.

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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 thereunto duly authorized.

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