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): June 1, 2011
Glu Mobile Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33368
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91-2143667 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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45 Fremont Street, Suite 2800, San
Francisco, California
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94105 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (415) 800-6100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Amendment of 2007 Equity Incentive Plan
On June 2, 2011, at the 2011 Annual Meeting of Stockholders (the Annual Meeting) of Glu
Mobile Inc. (Glu), Glus stockholders approved an amendment to Glus 2007 Equity Incentive Plan
(the 2007 Plan). The 2007 Plan previously provided that no person was eligible to receive grants
aggregating more than 333,333 shares in any calendar year other than a new employee of Glu (or any
parent or subsidiary of Glu), who would be eligible to receive grants aggregating no more than
666,666 shares in the calendar year in which such employee commenced his or her employment. The
amendment to the 2007 Plan increased the 333,333 share existing employee annual limitation to
750,000 shares and increased the 666,666 share new employee annual limitation to 1,500,000 shares.
The amendment to the 2007 Plan previously had been approved, subject to stockholder approval, by
Glus Board of Directors (the Board).
A summary of the 2007 Plan amendment is set forth in Glus proxy statement for the Annual
Meeting filed with the Securities and Exchange Commission on April 22, 2011 (the Proxy
Statement). That summary and the foregoing description of the amendment is qualified in its
entirety by reference to the text of the 2007 Plan, which is filed as Exhibit 99.01 hereto and
incorporated herein by reference.
Acceleration of Stock Options for Ellen F. Siminoff
On June 1, 2011, the Compensation Committee of the Board approved the acceleration in full of
the final tranches of two stock options held by Ellen F. Siminoff. The first stock option was
granted to Ms. Siminoff when she joined the Board on June 4, 2008 and had a three-year vesting
schedule, with the final tranche scheduled to vest on June 4, 2011. The second stock option was
granted to Ms. Siminoff on June 3, 2010 and had a one-year vesting schedule, with the final tranche
scheduled to vest on June 3, 2011. Because Ms. Siminoff did not stand for re-election at the
Annual Meeting held on June 2, 2011, the final tranches of these two options would not have vested
absent the action taken by the Compensation Committee. The vesting of a total of 4,274 option
shares held by Ms. Siminoff were accelerated.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on June 2, 2011, Glus stockholders approved the five proposals
listed below. The final results for the votes regarding each proposal are set forth below. The
proposals are described in detail in the Proxy Statement.
1. The election of two Class I directors to serve on the Board, each to serve
until Glus annual meeting of stockholders to be held in 2014 and until his successor is elected
and qualified, or until his death, resignation or removal:
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Votes |
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Votes |
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Broker |
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Name |
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For |
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Withheld |
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Abstentions |
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Non-Votes |
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Hany M. Nada |
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24,711,415 |
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959,054 |
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0 |
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13,246,814 |
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Benjamin T. Smith, IV |
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24,686,294 |
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984,175 |
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0 |
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13,246,814 |
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2. The approval of an amendment to the 2007 Plan to increase the number of shares
that Glu may grant to an eligible participant under the 2007 Plan during any calendar year.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
21,013,747
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4,573,955
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82,767
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13,246,814 |
3. The approval, on an advisory basis, of the compensation of our named executive
officers as disclosed in the Proxy Statement.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
25,163,440
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450,724
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56,305
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13,246,814 |
4. The approval, on an advisory basis, of the frequency of holding an advisory
vote on the compensation of our named executive officers.
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1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Broker Non-Votes |
9,487,477
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364,202
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12,252,192
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3,566,597
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13,246,814 |
5. The ratification of the appointment of PricewaterhouseCoopers LLP as Glus independent
registered public accounting firm for the fiscal year ending December 31, 2011.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
38,837,620
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34,884
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44,779
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0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.01 |
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Glu Mobile Inc. 2007 Equity Incentive Plan, as amended and restated. |