8-K

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 31, 2019

Qumu Corporation

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-20728	41-1577970
(Commission File Number)	(I.R.S. Employer Identification No.)
510 1st Avenue North, Suite 305
Minneapolis, MN	55403
(Address Of Principal Executive Offices)	(Zip Code)

(612) 638-9100

Registrant’s Telephone Number, Including Area Code

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.01	QUMU	The NASDAQ Stock Market LLC

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
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange 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. [  ]

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. [  ]

Items under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTEMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On October 31, 2019, the Board of Directors of Qumu Corporation (the “Company”) elected Mary E. Chowning and Edward D. Horowitz to the Company’s Board of Directors to fill the two vacancies on the Board of Directors. Following the election of Ms. Chowning and Mr. Horowitz, the Board of Directors is comprised of seven directors.

On October 31, 2019, Ms. Chowning was appointed to the Company’s Audit Committee to serve with directors Kenan Lucas (Chair) and Neil E. Cox. On October 31, 2019, Mr. Horowitz was appointed to the Company’s Governance Committee to serve with directors Neil E. Cox (Chair) and Robert F. Olson.

Each of Ms. Chowning and Mr. Horowitz is an “independent director” under the Nasdaq Listing Rules. Ms. Chowning also meets the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. Neither Ms. Chowning nor Mr. Horowitz has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

On October 31, 2019, the Company announced the elections of Ms. Chowning and Mr. Horowitz by the press release attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press Release issued by Qumu Corporation on October 31, 2019.

SIGNATURE

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.

	QUMU CORPORATION
	By:	/s/ David G. Ristow
		David G. Ristow
		Chief Financial Officer
Date: October 31, 2019

EX-99.1

EXHIBIT 99.1

Qumu Appoints Technology Veteran Edward Horowitz and Financial Executive Mary E. Chowning to Board of Directors

Minneapolis, MN – October 31, 2019 – Qumu Corporation (NASDAQ: QUMU) has appointed Edward Horowitz and Mary E. Chowning to its board of directors, effective immediately. With these additions, Qumu’s board is now comprised of seven directors, including the Company’s Chief Executive Officer and six independent directors.

Horowitz brings more than 30 years of experience to Qumu’s board as a venture capitalist and technology executive in the telecommunications, media, and financial services sectors. Currently, Horowitz serves on the boards of the First Responder Network Authority, PT Link Net, and the non-profit New York Hall of Science. Horowitz has held a range of leadership positions throughout his career, including Chairman of the Board of Fairpoint Communications, Co-CEO of Encompass Digital Media, President and CEO of SES AMERICOM, and SVP of Viacom. He served as Executive VP of Citigroup focused on delivering financial services via the internet. He is the founder and Chairman of Edslink LLC, a venture capital firm that provides financial, advisory, and technology consulting services.

Horowitz holds a B.S. in Physics from CCNY and a Masters of Business from Columbia University.

Chowning is a seasoned executive with more than 30 years of experience in global financial and operations management in the technology, healthcare and consumer products sectors, including C-level positions with public and private companies. She has nearly 15 years of experience serving on boards of private and public companies as well as non-profits. Chowning currently serves on the Board of Directors of Gunnar Optiks LLC, Chicago Scenic Studios, Inc., and the Granville & Erline Walker Scholarship Foundation. Chowning has held a range of leadership positions during her career including, Partner in Arthur Andersen LLP, CFO of X-Rite Incorporated, and COO and CFO of Metagenics, Inc. Chowning is the founder and Managing Partner at Colonnade Consulting LLC where she currently advises senior leadership teams on strategic and tactical planning, M&A, organizational structure, and operational improvement.

Chowning holds a BA in Business Economics from the University of California, is a Certified Public Accountant (California, inactive), an AAA Expert Witness, and a member of the American College of Corporate Directors.

“On behalf of Qumu’s leadership team and board, I would like to welcome Mary and Ed to the team,” said Vern Hanzlik, Qumu’s President and CEO. “Their appointments represent not only an enhancement to the depth and breadth of our board, but also an important step in Qumu’s continued evolution as an organization. We were looking for experienced directors who had proven track records in creating significant long-term shareholder value for their respective companies, and we’ve found just that in Mary and Ed. We’re both excited and thankful to have such high-caliber and well-respected leaders involved in our strategic decision-making as Qumu looks to further capitalize on the video conferencing explosion and its convergence with enterprise video.”

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About Qumu

Qumu Corporation (Nasdaq: QUMU) is the leading provider of best-in-class tools to create, manage, secure, distribute and measure the success of live and on-demand video for the enterprise. Backed by the most trusted and experienced team in the industry, the Qumu platform enables global organizations to drive employee engagement, increase access to video, and modernize the workplace by providing a more efficient and effective way to share knowledge.

Company Contact:

Dave Ristow

Chief Financial Officer

Qumu Corporation

Dave.Ristow@qumu.com

+1.612.638.9045

Investor Contact:

Matt Glover or Tom Colton

Gateway Investor Relations

QUMU@gatewayir.com

+1.949.574.3860

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