they're tightening up the ship.. I've long said they had too many execs for their current revenue
this should help out immensely in the next year or so imo
ie:
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27-Apr-2016
Change in Directors or Principal Officers, Other Events
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2016, the following changes were effected with respect to the management of Propel Media, Inc. (the "Company"), which changes will become effective as of April 30, 2016:
? Marv Tseu was appointed as the Company's Chief Executive Officer. He will cease being the Company's President.
? Mr. Tseu will replace Robert Regular, whose employment with the Company will terminate. Mr. Regular also resigned as a member of the board of directors of the Company (the "Board"). In connection therewith, the Board reduced the size of the Board by one, from six directors to five. Mr. Regular's resignation was not because of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company's operations, policies or practices.
? David Shapiro was appointed as the Company's Chief Operating Officer. He will cease being the Company's Chief Corporate Development Officer and General Counsel. Mr. Shapiro will remain the Company's Secretary.
? Jared Pobre resigned as the Company's Executive Chairman of the Board. Mr.
Pobre will continue as the Company's Non-Executive Chairman of the Board, but he will cease to be an officer and employee of the Company.
The Company expects to enter into a separation agreement with Mr. Regular on April 30, 2016. Pursuant to the Company's existing employment agreement, dated as of March 6, 2015, as amended, with Mr. Regular, as modified by the separation agreement, upon his ceasing to be the Company's Chief Executive Officer, the Company will pay Mr. Regular (i) $536,896 in 12 monthly installments, (ii) all valid expense reimbursements through April 30, 2016, and (iii) all accrued but unused vacation pay through April 30, 2016. In addition, an option to purchase 2,400,000 shares at $0.20 per share held by Mr. Regular will fully vest and be exercisable until June 30, 2018 and an option to purchase 2,100,000 shares at $0.55 per share held by Mr. Regular will fully vest and be exercisable until April 30, 2017. The employment agreement, as modified by the separation agreement, will restrict Mr. Regular from disclosing confidential information concerning the business of the Company. The employment agreement, as modified by the separation agreement, also will contain customary restrictive covenants relating to noncompetition and nonsolicitation, which continue to run until January 28, 2017. In addition, under the separation agreement, Mr. Regular will agree to release and waive all claims against the Company.
On April 26, 2016, the Company also entered into an amendment (the "Amendment") to the employment agreement, dated as of March 5, 2015, as amended, with David Shapiro. The Amendment increases Mr. Shapiro's base salary from $320,000 to $350,000, effective as of May 1, 2016.
Biographical information for Messrs. Tseu and Shapiro is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on April 15, 2015, and such information is incorporated herein by reference.
Item 8.01 Other Events.
On April 26, 2016, in connection with the management changes described in Item 5.02 above, the Company appointed Daniela Nabors as its Chief Revenue and Product Officer.
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2-May-2016
Costs Associated with Exit or Disposal Activities
Item 2.05 Costs Associated with Exit or Disposal Activities.
On April 26, 2016, Propel Media, Inc. (the "Company") began notifying employees about plans to reduce the Company's workforce by 20% percent. The notifications were completed on April 27, 2016. These actions were part of a strategic plan designed to improve operational and cost efficiency.
In connection with this program, the Company estimates that during 2016 it will record a total of approximately $1,309,000 in expenses, including amounts payable in cash to the Company's former Chief Executive Officer as previously disclosed by the Company in a current report on Form 8-K filed on April 27, 2016. The expected 2016 expenses consist of cash expenditures related to one-time severance costs of $820,000 and non-cash charges for the acceleration of stock-based compensation awards $489,000. These amounts are estimates, and the actual amounts may vary. The Company expects cost savings from the plan to exceed the costs incurred in connection with the plan. The Company anticipates providing additional information regarding these actions concurrent with the release of its first-quarter results in May 2016.
This current report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements provide the Company's current expectations, beliefs or forecasts of future events, particularly with regard to anticipated charges and cash expenditures related to workforce reductions. You should read these statements carefully because they involve substantial risks and uncertainties, which could cause actual results to differ materially from the results expressed in, or implied by, such forward-looking statements. No assurance, however, can be given that such expectations will prove to have been correct. For more information, please see Item 1A of Part I, "Risk Factors," in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and its other public filings and press releases. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
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