0001351285-17-000098.txt : 20171016 0001351285-17-000098.hdr.sgml : 20171016 20171016161655 ACCESSION NUMBER: 0001351285-17-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171016 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171016 DATE AS OF CHANGE: 20171016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSETTA STONE INC CENTRAL INDEX KEY: 0001351285 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043837082 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34283 FILM NUMBER: 171138880 BUSINESS ADDRESS: STREET 1: 1621 NORTH KENT STREET STREET 2: SUITE 1200 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 703-387-5800 MAIL ADDRESS: STREET 1: 1621 NORTH KENT STREET STREET 2: SUITE 1200 CITY: ARLINGTON STATE: VA ZIP: 22209 8-K 1 rs-8xkjwolleyxwilsonappoin.htm 8-K Document


 
 
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): October 16, 2017
 
Rosetta Stone Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34283
 
43837082
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification Number)
 
1621 North Kent Street, Suite 1200, Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
703-387-5800
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o        
   
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. o  


 




Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2017, the board of directors (the “Board” ) of Rosetta Stone Inc. (the “Company”) unanimously voted to increase the size of its Board by one seat to seven members and appointed Jessie Woolley-Wilson as a director effective October 16, 2017. Ms. Woolley-Wilson was assigned to Class III of the Company’s classified board.  The next election of Class III directors will be at the Company’s 2018 Annual Meeting of the Stockholders ( “2018 Annual Meeting”). Ms. Woolley-Wilson was also appointed to serve on the Compensation Committee of the Board. Following Ms. Woolley-Wilson’s appointment, the members of the Compensation Committee are David Nierenberg, Patrick Gross, Caroline Tsay and Ms. Woolley-Wilson.

As a director, Ms. Woolley-Wilson will participate in the standard non-employee director compensation arrangements described under the heading “Director’s Compensation” in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2017. Ms. Woolley-Wilson’s award will be pro-rated for services to be rendered through the 2018 Annual Meeting. Ms. Woolley-Wilson will also receive the same indemnification as the Company’s other non-employee directors, pursuant to an agreement in the form of that filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on September 23, 2008 (File No. 333-153632).

Ms. Woolley-Wilson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Biographical information with respect to Ms. Woolley-Wilson is contained in a copy of the press release in which her election was announced, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits
 
(d)     Exhibits
 
Exhibit
Number
 
Description of Exhibit
 
 
 
99.1
 



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: October 16, 2017 

 
 
ROSETTA STONE INC.
 
By:
/s/ Sonia Galindo
 
 
Name: Sonia Galindo
 
 
Title:  General Counsel and Secretary


3
 EX-99.1 2 rs-8xkjwoolleyxwilsonappoi.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

Rosetta Stone Inc. Appoints Jessie Woolley-Wilson to
Board of Directors


ARLINGTON, VA (October 16, 2017) — Rosetta Stone Inc. (NYSE: RST) today announced that Jessie Woolley-Wilson, Chair, President and CEO of DreamBox Learning, a world-leader in innovative educational math solutions, has been elected to Rosetta Stone’s Board of Directors.

Driven by a belief that all children need and deserve high-quality learning opportunities, Ms. Woolley-Wilson is a seasoned executive who has worked in the education technology space for nearly 20 years to support school and district leaders and improve learning and life outcomes for K-12 students. Prior to joining DreamBox, Ms. Woolley-Wilson served as president of Blackboard’s K-12 Group and president of LeapFrog School House, the K-12 division of LeapFrog Enterprises. Ms. Woolley-Wilson has also served in positions of leadership at collegeboard.com, the interactive division of the College Board, and at Kaplan, a leading test preparation company in the U.S.

“As we expect educational institutions to become our largest customer base, we are extremely fortunate to add a director of Jessie’s industry leadership, expertise and passion,” said Rossetta Stone CEO John Hass. “I look forward to working closely with Jessie and the board as we scale Lexia and revitalize our Language businesses,” Hass continued.

“I have followed the efficacy-driven success of Lexia for a number of years and look forward to working with John and the rest of the leadership team as Rosetta Stone brings its technology-based solutions to more learners,” said Ms. Wooley-Wilson.

Ms. Woolley-Wilson currently serves on the boards of several educational organizations, including the International Association for K-12 Online Learning (INACOL), the Woodrow Wilson Foundation, Western Governors University Board of Trustees and Islandwood. She is also on the board of Boeing Employees Credit Union. Ms. Woolley-Wilson has been a featured speaker at international events including TEDx Rainer, SXSWedu, and DENT, as well as a moderator for the Aspen Institute.

Ms. Woolley-Wilson holds an MBA from Harvard Business School and a B.A. from the University of Virginia. She is also a 2007 Henry Crown Fellow. Ms. Woolley-Wilson is a two-time recipient of EdTech Digest’s EdTech Leadership Award for her work in transformative innovation in education. Forbes placed Ms. Woolley-Wilson on its “Impact 15” list for being a disruptor in education and Seattle Business Magazine awarded her the 2015 Executive Excellence Award in the CEO of the Year category. The Puget Sound Business Journal honored Ms. Woolley-Wilson as a “Woman of Influence” and 425 Magazine named her as one of eight “Unstoppable Eastside Women” for having a clear focus on the greater good. The New York Times has also profiled Ms. Woolley-Wilson and her leadership style in their Corner Office column.


About Rosetta Stone Inc.
Rosetta Stone Inc. (NYSE: RST) is dedicated to changing people’s lives through the power of language and literacy education. The company’s innovative digital solutions drive positive learning outcomes for the inspired learner at home or in schools and workplaces around the world.

Founded in 1992, Rosetta Stone’s language division uses cloud-based solutions to help all types of learners read, write, and speak more than 30 languages. Lexia Learning, Rosetta Stone's literacy education division, was founded more than 30 years ago and is a leader in the literacy education space. Today, Lexia helps students build fundamental reading skills through its rigorously researched, independently evaluated, and widely respected instruction and assessment programs.
For more information, visit www.rosettastone.com.  “Rosetta Stone” is a registered trademark or trademark of Rosetta Stone Ltd. in the United States and other countries.

Media Contact:
Michelle Alvarez
703-387-5862