8-K 1 form8k.htm FORM 8-K form8k.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 23, 2012
 
SUPPORT.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other
Jurisdiction
of Incorporation)
000-30901
(Commission File No.)
94-3282005
(I.R.S. Employer Identification No.)
 
1900 Seaport Blvd., Third Floor, Redwood City, CA 94063
 
 
(Address of Principal Executive Offices) (Zip Code)
 
 
Registrant’s telephone number, including area code:
 
 
(650) 556-9440
 
 
N/A
(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:

q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q  
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.

On May 23, 2012, the Board of Directors of the Company approved, based on recommendations of the Compensation Committee, the following changes in compensation for non-employee directors (we do not pay our President and Chief Executive Officer, Mr. Pickus who is the only Company employee serving as a director, any additional compensation for serving on our Board):

Cash retainer.  In light of additional work required of certain chairperson positions, the additional annual cash retainer paid to the Chairman of the Board of Directors was increased by $1,250 to a total $16,250, and the additional annual cash retainer paid to the Chairman of the Audit Committee was increased by $1,000 to a total of $13,500.   All other cash retainers for non-employee directors and chairperson positions remain unchanged.
 
Annual equity grants.  At the conclusion of each regular annual meeting of our stockholders, each continuing non-employee director has typically received a fully vested grant of an option to purchase 18,000 shares of our common stock or such other amount as may be determined by the Board at the time of the grant.  On May 23, 2012 at the conclusion of this year’s annual meeting of our stockholders, the Board, based on the recommendations of the Compensation Committee and pursuant to the terms of the 2010 Equity and Performance Incentive Plan (“2010 Plan”) including Section 9 thereof, authorized the grant of 16,949 restricted stock units (“RSUs”) to each non-employee director; these RSUs vest one year from the grant date and are in lieu of fully vested option grants to common stock typically used for annual non-employee director equity grants in previous years.  The quantity of RSUs for each grant was determined by dividing a $40,000 value by the fair market value of the Company’s common stock on the grant date, i.e., the closing price of our common stock on the NASDAQ Global Select Market on the date of grant.
 
 
Equity grants for committee service.  In addition, the Board, based on the recommendations of the Compensation Committee, approved the grant of additional RSUs, also with one-year vesting periods, to each non-employee, non-chairman member of Board committees in light of the additional work required of these directors.  The quantity of RSUs granted were calculated by dividing the following values for service on each committee by the fair market value of the Company’s common stock on the grant date:  $7,000 value for service on the Audit Committee; $5,000 value for service on the Compensation Committee; and $2,800 for service on the Nominating and Corporate Governance Committee.
 
 
Item 5.07     Submission of Matters to a Vote of Security Holders.
 
(a)           On May 23, 2012, Support.com held its Annual Meeting of Stockholders.
 
 
(b)           At the Annual Meeting, three proposals were acted upon by the stockholders. The number of votes cast for, against, or withheld as to each such proposal or nominee, as well as the number of abstentions and broker non-votes as to each such proposal or nominee, have been certified and are set forth below:
 
Voting Results for 2012 Annual Meeting
 
 
Vote Item
 
Nominee
 
For
   
Withheld
   
Against
   
Broker Nonvote
 
 
1. Election of Directors
[All elected]
 
Shawn Farshchi
    30,467,681       216,320       0       13,464,307  
     
Mark Fries
    30,659,908       24,093       0       13,464,307  
     
Michael Linton
    30,462,863       221,138       0       13,464,307  
     
J. Martin O’Malley
    30,664,726       19,275       0       13,464,307  
     
Joshua Pickus
    30,664,768       19,233       0       13,464,307  
     
Toni Portmann
    30,467,681       216,320       0       13,464,307  
     
Jim Stephens
    30,462,863       221,138       0       13,464,307  
                                       
 
Vote Item
 
Details
 
For
   
Against
   
Abstain
   
Broker Nonvote
 
 
2. Approval, on an Advisory Basis, of the Compensation of Support.com’s Named Executive Officers
[Approved]
 
The “say-on-pay” proposal addresses our overall philosophy, policies and practices relating to compensation of our Named Executive Officers.
    30,264,969       362,972       56,060       13,464,307  
                               
 
Vote Item
 
Details
 
For
   
Against
   
Abstain
   
Broker Nonvote
 
 
5. Ratification of Auditor
[Ratified]
 
Ernst & Young LLP
    43,799,764       230,482       118,062       -  
                                       

(c)           Not applicable.


 
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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 hereunto duly authorized.

Date: May 30, 2012

   
SUPPORT.COM, INC.
     
 
By:
/s/ Shelly Schaffer
 
 
Name:
Shelly Schaffer
 
Title:
Executive Vice President and Chief Financial Officer
 

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