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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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FORM 8-K/A
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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August 31, 2020
Date
of report (Date of earliest event reported)
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SUPPORT.COM, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other
Jurisdiction
of
Incorporation)
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000-30901
(Commission
File No.)
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94-3282005
(I.R.S.
Employer Identification No.)
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1521 Concord Pike Place (US 202), Suite 301
Wilmington, DE 19803
(Address
of Principal Executive Offices) (Zip Code)
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(650) 556-9440
(Registrant’s
telephone number, including area code)
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N/A
(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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
EXPLANATORY NOTE
This
current report on Form 8-K/A is being filed as an amendment (this
“Amendment”) to the current report on Form 8-K filed by
Support.com, Inc. (the “Company”) on September 4, 2020
(the “Original Report”). The Original Report indicated
that Ms. Christine Kowalczyk was granted the option to purchase
shares of stock of the Company subject to the Company’s Third
Amended and Restated 2010 Equity and Performance Incentive Plan
vesting monthly over a one (1) year period beginning on her
employment start date. Ms. Kowalczyk’s option to purchase
shares of stock of the Company will, in fact, vest over a four (4)
year period with 1/48th becoming vested on each of the first 48
monthly anniversaries beginning on her employment
start.
Except
for the foregoing, this Amendment does not amend, modify or update
the disclosures contained in the Original Report. The corrected
Item 5.02 is shown below.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
Effective
August 31, 2020, the Board of Directors (the “Board”)
of Support.com, Inc. (the “Company”) appointed
Christine Kowalczyk, age 57, to serve as Chief Operating Officer of
the Company.
Ms.
Kowalczyk previously served as the Chief Operating Officer of
CBRE-FacilitySource, a facility management BPO company from April
2018 to August 2020. Prior to that, Ms. Kowalczyk served as the
Senior Vice President of Connexions Loyalty, a business-to-consumer
customer loyalty company from September 2017 to March 2018. From
March 2015 to September 2017, Ms. Kowalczyk served as the Chief
Customer Officer of Paycor Corporation, a human capital management
SaaS company. From September 2003 to May 2015, Ms. Kowalczyk served
in various management roles for Convergys Corporation, a BPO
provider of multi-channel call center operations and voice of
customer analytics services, including its VP of Program Management
and Global Operations. Ms. Kowalczyk holds a B.S. in Accounting
from Maryville University and is also a Certified Public
Accountant.
There
are no arrangements or understandings between Ms. Kowalczyk and any
other persons pursuant to which she was selected as an officer, and
she has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Employment Offer Letter
The
Company entered into an employment offer letter dated August 27,
2020 (the “Agreement”) with Ms. Kowalczyk. The
Agreement has no specified term, and Ms. Kowalczyk’s
employment with the Company will be on an at-will basis. The
material terms of the Agreement are summarized below.
Base Salary and
Bonus. Ms. Kowalczyk will
receive an annual base salary of $250,000, subject to annual
review. She will also be eligible to receive a bonus under the
Company’s Executive Incentive Compensation Plan with a target
amount of thirty percent (30%) of base salary. The Executive
Incentive Compensation Plan has a corporate performance component
and an individual management by objectives (MBO) component. The
Company also agreed to pay a sign-on bonus of $25,000 in cash,
grossed up, payable in the first regular payroll after Ms.
Kowalczyk’s start date. If Ms. Kowalczyk voluntarily resigns
from her position within the first year of her employment, she will
be required to return a pro-rata portion of the sign-on
bonus.
New Hire Equity Grant. Subject to the
terms of a stock option agreement and the Company’s Third
Amended and Restated 2010 Equity and Performance Incentive Plan,
the Company intends to grant Ms. Kowalczyk an option to purchase
100,000 shares of Company common stock vesting monthly over a four
(4) year period with 1/48th becoming vested on each of the first 48
monthly anniversaries beginning on her employment start.
The exercise price will be determined
at the time of grant by the Board or Compensation
Committee.
Severance
Terms. If Ms.
Kowalczyk’s employment with the Company terminates due to
Involuntary Termination, the Company will offer her, in exchange
for a full release, severance benefits equal to three months of Ms.
Kowalczyk’s then current annual base salary, with such
payment being made in equal amounts over the three-month period
following the effectiveness of the release.
Other
Benefits. Ms. Kowalczyk
will be eligible to participate in the benefit programs generally
available to employees of the Company.
The
foregoing description of the Agreement is qualified in its entirety
by reference to the full text of the Agreement, which is
incorporated herein and attached hereto as Exhibit
10.1.
2
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: September 15,
2020
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By:
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/s/ Olivia
F. Mirzoyev
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Name:
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Olivia
F. Mirzoyev
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Title:
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SVP,
General Counsel
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