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): December 7, 2015
RETAILMENOT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36005 | 26-0159761 | ||||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
301 Congress Avenue, Suite 700
Austin, Texas 78701
(Address of principal executive offices, including zip code)
(512) 777-2970
(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 Instruction A.2 below):
| ¨ | 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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Tamar Yehoshua to the Board of Directors
On December 9, 2015, RetailMeNot, Inc. (the “Company”) issued a press release announcing the appointment of Tamar Yehoshua to the board of directors effective as of December 7, 2015. Ms. Yehoshua will serve as a Class II director and will stand for election as a Class II director at the Company’s 2018 annual meeting of stockholders. At the time of her appointment, Ms. Yehoshua was awarded restricted stock units (“RSUs”) valued at $150,000 and options to purchase Series 1 common stock of the Company valued at $150,000 in accordance with the Company’s director compensation plan. The options and RSUs shall vest on the one-year anniversary of the date of grant. Ms. Yehoshua also received a pro-rated $30,000 retainer in connection with her appointment to the board of directors in accordance with the Company’s director compensation plan.
Ms. Yehoshua was not selected as a director pursuant to any arrangement or understanding between her and any other person. There are no related party transactions (as defined in Item 404(a) of Regulation S-K) between Ms. Yehoshua and the Company.
The press release announcing the appointment of Ms. Yehoshua is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release | |
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.
| RETAILMENOT, INC. | ||
| Date: December 9, 2015 | /s/ Jonathan B. Kaplan | |
| Jonathan B. Kaplan General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release | |
Exhibit 99.1
For Immediate Release
Tamar Yehoshua Joins RetailMeNot Board of Directors
AUSTIN, Texas, December 9, 2015 – RetailMeNot, Inc. (NASDAQ:SALE), the world’s largest marketplace for digital offers, today announced the appointment of Tamar Yehoshua to the company’s board of directors.
Tamar is a vice president at Google, Inc., where she leads the Mobile Search team. She also heads international strategy for all Google Search products. Prior to joining Google, Tamar served as vice president for advertising technology at A9, an Amazon company. She previously served in senior engineering leadership roles at Reasoning, Inc., and Noosh, Inc. Tamar holds a Bachelor of Arts degree in Mathematics from the University of Pennsylvania and a Master’s degree in Computer Science from The Hebrew University of Jerusalem.
“We continue to recruit some of the best minds in technology and business to join our board of directors. Tamar’s reputation as a leader within product development circles is second to none, and I look forward to her counsel and support as we continue to enhance the RetailMeNot user experience,” said Cotter Cunningham, CEO and founder, RetailMeNot, Inc. “As RetailMeNot continues down the path of diversifying our business and growing into a leading multi-channel marketplace for retailers, restaurants and brands, I know that Tamar’s guidance will provide value to our savings-minded consumers, retail partners and investors.”
“I’m really excited to join Cotter and the board as we work together to ensure that every consumer looking to save money when they shop can do so with ease when using RetailMeNot,” said Tamar Yehoshua, board member of RetailMeNot, Inc. “RetailMeNot continues to be a source of innovation for smart shopping and one of the most effective marketing channels for retailers and brands looking to drive awareness along the various touch points on the consumer’s path to purchase. I look forward to helping RetailMeNot’s technology and product leadership continue down their path of success.”
About RetailMeNot, Inc.
RetailMeNot, Inc. (http://www.retailmenot.com/corp/) operates the world’s largest marketplace for digital offers. The company enables consumers across the globe to find hundreds of thousands of digital offers for their favorite retailers and brands. During the 12 months ended September 30, 2015, RetailMeNot, Inc. experienced nearly 730 million visits to its websites, and during the three months ended September 30, 2015. RetailMeNot, Inc. averaged 18.6 million mobile
unique visitors per month. In 2014, RetailMeNot, Inc. estimates $4.4 billion in paid retailer sales were attributable to consumer traffic from digital offers in its marketplace. The RetailMeNot, Inc. portfolio includes RetailMeNot.com, the largest digital offers marketplace in the United States; RetailMeNot.ca in Canada; VoucherCodes.co.uk, the largest digital offers marketplace in the United Kingdom; retailmenot.de in Germany; Actiepagina.nl, a leading digital offers site in the Netherlands; ma-reduc.com, a leading digital offer site in France; Poulpeo.com, a leading digital offers site with cash back in France; and Deals2Buy.com, a digital offers site in North America. RetailMeNot, Inc. is listed on the NASDAQ stock exchange under the ticker symbol “SALE.” Investors interested in learning more about the company can visit http://investor.retailmenot.com.
Media Contacts:
Brian Hoyt
RetailMeNot, Inc.
+1 202 330 3070
bhoyt@rmn.com
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