UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.  )

 

Check the appropriate box:

VRINGO, INC.FORM HOLDINGS CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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VRINGO, INC.FORM HOLDINGS CORP.
780 Third Avenue, 1512^th Floor
New York, New York 10017

April 29, 2014September 25, 2017

To Our Stockholders:

You are cordially invited to attend the 20142017 annual meeting of stockholders of Vringo, Inc., a Delaware corporation (“Vringo”),FORM Holdings Corp. to be held at 10:11:00 a.m., Eastern Time, on Wednesday, June 11, 2014November 8, 2017, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New York 10017.

Details regarding the meeting, the business to be conducted at the meeting, and information about VringoFORM Holdings Corp. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, eight (8) persons will be elected to our board of directors. In addition, we will ask stockholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014 and to approve, on an advisory basis, the compensationholders of our named executive officers, as disclosed incommon stock and our Series D Convertible Preferred Stock, which we refer to throughout this proxy statement. statement as “Series D Preferred Stock,” to:

The boardBoard of directorsDirectors recommends the approval of each of the three (3)these proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders overAlso at the Internet, we have elected to deliverannual meeting, the holders of our proxy materialsSeries D Preferred Stock may re-elect Andrew R. Heyer to the majorityBoard of our stockholders over the Internet. This delivery process allows usDirectors. The Board of Directors makes no recommendation with respect to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 25, 2014, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2014 Annual Meeting of Stockholders and our 2013 Annual Report to Stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.this proposal.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Vringo.FORM Holdings Corp. We look forward to seeing you at the annual meeting.

Sincerely,

Andrew D. Perlman
Chief Executive Officer
Vringo, Inc.

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VRINGO, INC.FORM Holdings Corp.
780 Third Avenue, 1512^th Floor
New York, New York 10017

April 29, 2014September 25, 2017

NOTICE OF 20142017 ANNUAL MEETING OF STOCKHOLDERS

TIME:  10:0011.00 a.m., local time

DATE:  June 11, 2014November 8, 2017

PLACE:  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New YorkNY 10017

PURPOSES:

Also at the annual meeting, the holders of our Series D Preferred Stock may re-elect Andrew R. Heyer to the Board of Directors. The Board of Directors makes no recommendation with respect to this proposal.

WHO MAY VOTE:

You may vote if you were the record owner of our common stock or our Series D Preferred Stock at the close of business on April 21, 2014.September 12, 2017. A list of stockholders of record will be available at the annual meeting and, during the 10 days prior to the annual meeting, at our principal executive offices located at 780 Third Avenue, 1512^th Floor, New York, New York 10017.

All stockholders are cordially invited to attend the annual meeting.Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorumquorum.. You may change or revoke your proxy at any time before it is voted at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Sincerely,

Andrew D. Perlman
Chief Executive Officer
April 29, 2014

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VRINGO, INC.FORM Holdings Corp.

780 Third Avenue, 1512^th Floor
New York, New York 10017

PROXY STATEMENT FOR THE VRINGO, INC.FORM HOLDINGS CORP.

20142017 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2014NOVEMBER 8, 2017

This proxy statement, along with the accompanying notice of 2014the 2017 annual meeting of stockholders, contains information about the 2014 Annual Meeting2017 annual meeting of Stockholdersstockholders of Vringo, Inc.FORM Holdings Corp., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:11:00 a.m., local time,Eastern Time, on Wednesday, June 11, 2014,November 8, 2017, at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. located at, the Chrysler Center, 666 Third Avenue, 32^nd floor, New York, New York 10017.

In this proxy statement, we refer to Vringo, Inc.FORM Holdings Corp. as “Vringo,“FORM,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our boardBoard of directorsDirectors for use at the annual meeting.

On or about April 29, 2014,September 25, 2017, we began sending this proxy statement, the Importantattached Notice Regardingof Annual Meeting of Stockholders and the Availability of Proxy Materialsenclosed proxy card to all stockholders entitled to vote at the annual meeting.Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2016 annual report, which includes our financial statements for the fiscal year ended December 31, 2016.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2014NOVEMBER 8, 2017

This proxy statement and our 20132016 annual report to stockholders are available for viewing, printing and downloading athttps://materials.proxyvote.com/92911N.www.proxyvote.com.To view these materials, please have your 12-digit16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, as amended, which includes our financial statements for the fiscal year ended December 31, 20132016, on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website atwww.vringoip.comwww.formholdings.com..You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Vringo, Inc.FORM Holdings Corp., 780 Third Avenue, 1512^th Floor, New York, New York 10017.10017, Attention: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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QUESTIONS AND ANSWERSIMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

The Board of Directors (the “Board”) of FORM Holdings Corp. is soliciting your proxy to vote at the 2017 annual meeting of stockholders to be held at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, New York, New York 10017 on Wednesday, November 8, 2017, at 11:00 a.m., Eastern Time, and any adjournments or postponements of the meeting, which we refer to as the annual meeting. The proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 20132016 because you owned shares of Vringoour common stock or our Series D Preferred Stock on the record date. The Company intendsWe intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable the proxy materials to stockholders on or about AprilSeptember 25, 2014.2017.

Who Can Vote?

Only stockholders who owned our common stock or Series D Preferred Stock at the close of business on September 12, 2017 are entitled to vote at the annual meeting. On this record date, there were 26,540,689 shares of our common stock outstanding and entitled to vote and 420,541 shares of our Series D Preferred Stock outstanding and entitled to vote, on an as-converted basis, such that holders of our Series D Preferred Stock are entitled to an aggregate of 3,364,328 votes. Our common stock and our Series D Preferred Stock are our only classes of voting stock.

You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted at the annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our common stock that you own entitles you to one vote. Each share of our Series D Preferred Stock that you own entitles you to the number of votes equal to the number of shares of common stock into which your shares of Series D Preferred Stock could have been converted on the record date. This number is obtained by dividing the stated value of your Series D Preferred Stock ($48.00) by the conversion price in effect on the record date ($6.00).

How Do I Vote?

Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations as noted below. Voting by proxy will not affect your right to attend the annual meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer & Trust Company, LLC, or you have stock certificates registered in your name, you may vote:

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 10, 2014.

November 7, 2017.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your bank, broker or other nomineeagent to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote.

How Does the Board of Directors Recommend That I Vote on the Proposals?

The Board of Directors recommends that you vote as follows:

If any other matter is presented at the annual meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the annual meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the annual meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our common stock or Series D Preferred Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described

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above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 2 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the annual meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

Your bank, broker or other nominee does not have the ability to vote your uninstructed shares in the election of directors. Therefore, if you hold your shares in street name it is critical that you cast your vote if you want your vote to be counted for the election of directors (Proposal 1 of this proxy statement) or forand the approval on an advisory basis of the compensation of our named executive officers (Proposal 3Preferred Stockholder Proposal of this proxy statement). Therefore,In the past, if you held your shares in street name and you did not indicate how you wanted your shares to be voted in the election of directors, your bank, broker or other nominee was allowed to vote your shares on your behalf in the election of directors as it deemed appropriate. In addition, your bank, broker or other nominee is prohibited from voting your uninstructed shares on any matters related to executive compensation. Thus, if you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote in the election of directors (Proposal 1 and the Preferred Stockholder Proposal), or on these matters related to executive compensation (Proposal 3), no votes will be cast on these proposals on your behalf. We believe that Proposal 2 (ratification of selection of independent registered public accounting firm) is considered a routine matter and, thus, we do not expect to receive any broker non-votes on this proposal.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

Q.:

What Vote is Required to Approve Each Proposal and How are Votes Counted?

A.: Proposal 1:  Elect Directors

Proposal 1: Election of Directors

The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

Proposal 2: Ratify Selection of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the shares of our common stock and Series D Preferred Stock voting on an as-converted basis present and entitled to vote on this proposalthe matter either in person or by proxy at the annual meeting is required to approve to ratify the selection of our independent registered public accounting firm. Abstentions will be treated as votes against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the selection of KPMGCohnReznick LLP as our independent registered public accounting firm for 2014,2017, our Audit Committee of our boardBoard of directorsDirectors will reconsider its selection.

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Proposal 3: Approve an Advisory Vote on the Compensation of our Named Executive Officers

The affirmative vote of the holders of a majority of the shares of our common stock and Series D Preferred Stock voting on an as-converted basis present and entitled to vote on this proposalthe matter either in person or by proxy at the annual meeting is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement. Abstentions will be treated as votes against this proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Although the advisory vote is non-binding, the Compensation Committee and the boardBoard of directorsDirectors will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Q.:

Is Voting Confidential?

A.:

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, American Stock Transfer & Trust Company, LLC, examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. American Stock Transfer & Trust Company, LLC will, however, forward to management any written comments you make, on the proxy card or otherwise provide.

Q.:

Where Can I Find the Voting ResultsProposal 4: Approve an Adjournment of the Annual Meeting?

Meeting, if Necessary, to Solicit Additional Proxies if there are not Sufficient Votes in Favor of Proposals 2 and 3.

A.:

The preliminary voting results will be announced atApproval of the adjournment of the annual meeting, and we will publish preliminary, or final results if available,necessary, to solicit additional proxies if there are not sufficient votes in a Current Report on Form 8-K within four business daysfavor of the annual meeting. If final results are unavailable atProposals 2 and 3 requires the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. In addition, we are required to file on a Current Report on Form 8-K no later than the earlier of one hundred fifty calendar days after the annual meeting or sixty calendar days prior to the deadline for submission of stockholder proposals set forth on page 35 of this proxy statement under the heading “Stockholder Future Proposals and Nominations for Director” our decision on how frequently we will include a stockholderaffirmative vote on the compensation of our named executive officers in our proxy materials.

Q.:

What Are the Costs of Soliciting these Proxies?

A.:

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

Q.:

What Constitutes a Quorum for the Annual Meeting?

A.:

The presence, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding as of the close of business on the record date for our 2014 annual meeting of stockholders must beand Series D Preferred Stock present and entitled to vote either in person or by proxy in orderat the annual meeting. A “broker non-vote” or a failure to constitutesubmit a quorum to conduct businessproxy or vote at our 2014the annual meeting of stockholders.

Q.:

Attendingwill have no effect on the 2014 Annual Meeting

	A.:	Our stockholders asoutcome of the record date,vote for this Proposal No. 4. For purposes of the vote on this Proposal No. 4, an abstention will have the same effect as a vote “AGAINST” such proposal.
Preferred Stockholder Proposal: Election of Director by Series D Preferred Stockholders		The nominee for director who receives the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR the nominee or their duly appointed proxies, may attendWITHHOLD your vote from the 2014 annual meeting. If younominee. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a registered stockholder (that is, if you hold your stock in your own name) and you wish to attendresult, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the 2014 annual meeting, please bring your proxy and evidenceresults of your stock ownership, such as your most recent account statement, to the 2014 annual meeting. You should also bring valid picture identification.this vote.

Is Voting Confidential?

We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, American Stock Transfer & Trust Company, LLC, examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make, on the proxy card or otherwise provide.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the annual meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

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If your sharesWe have engaged The Proxy Advisory Group, LLC®, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements that are heldnot expected to exceed $13,000 in street namethe aggregate.

What Constitutes a Quorum for the Annual Meeting?

The presence, in a stock brokerage accountperson or by another nomineeproxy, of the holders of a majority of the voting power of all outstanding shares of our common stock and Series D Preferred Stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

The annual meeting will be held at 11:00 a.m., Eastern Time, on Wednesday, November 8, 2017 at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., the Chrysler Center, 666 Third Avenue, New York, New York 10017. When you wisharrive at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signs will direct you to the appropriate meeting rooms. You need not attend the 2014 annual meeting in order to vote.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you needand us. It reduces the volume of duplicate information received at your household and helps to bring a copy of a brokeragereduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or bank statementfrom us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the 2014 annual meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact Clifford Weinstein, Executive Vice President, via emailFORM’s Corporate Secretary at cweinstein@vringoinc.com or by calling telephone number 1-646-532-6777.FORM Holdings Corp., 780 Third Avenue, 12^th Floor, New York, New York 10017.

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of our proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Vringoof our stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock and Series D Preferred Stock as of April 21, 2014September 20, 2017 for (a) each of our executive officers, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock (b) our named executive officers, (c) each of our directors, and (d) all of our current directors and executive officers as a group.stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock and Series D Preferred Stock that may be acquired by an individual or group within 60 days of April 21, 2014September 20, 2017 pursuant to the exercise of options or warrants or Restricted Stock Units, or RSUs that vest within 60 daysthe vesting of April 21, 2014restricted stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock and/or Series D Preferred Stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 86,515,529(i) 26,540,689 shares of common stock and (ii) 420,541 shares of Series D Preferred Stock convertible into 3,364,328 shares of common stock outstanding on April 21, 2014.September 20, 2017.

Name and Address of beneficial owner(1)		Number of Shares of Common Stock Beneficially Owned				Percentage of Common Stock
Five percent or more beneficial owners:
Hudson Bay Master Fund Ltd.(2) 777 Third Avenue New York, NY 10017			6,402,366				6.9	%
Directors and named executive officers:
Andrew Kennedy Lang(3)			7,265,957				8.2	%
Alexander R. Berger(4)			2,874,673				3.3	%
Andrew D. Perlman(5)			1,892,936				2.2	%
Donald E. Stout(6)			1,326,779				1.5	%
John Engelman(7)			563,349				*
H. Van Sinclair(8)			423,746				*
David L. Cohen(9)			363,124				*
Anastasia Nyrkovskaya(10)			132,000				*
Noel J. Spiegel(11)			125,000				*
Ashley C. Keller(12)			115,500				*
All current directors and officers as a group (10 individuals)(13):			15,083,064				17.1	%

Name and Address of Beneficial Owner(1)		Number of Shares of Common Stock Beneficially Owned				Percent of Shares of Common Stock Beneficially Owned				Number of Shares of Common Stock Underlying Series D Preferred Beneficially Owned				Percent of Shares of Common Stock Underlying Series D Preferred Beneficially Owned
Five percent or more beneficial owners:
Mistral Spa Holdings, LLC(2) 650 Fifth Avenue, Floor 31 New York, NY 10019			3,926,806				14.0	%			2,414,992				8.3	%
AWM Investment Company, Inc.(3) 527 Madison Avenue, Suite 2600 New York, NY 10022			2,953,745				11.1	%			—				—
Directors and named executive officers:
Andrew D. Perlman(4)			963,093				3.5	%			—				—
Anastasia Nyrkovskaya(5)			299,100				1.1	%			—				—
Cliff Weinstein(6)			604,418				2.2	%			—				—
Edward Jankowski(7)			62,500					*			—				—
Jason Charkow(8)			146,250					*			—				—
John Engelman(9)			190,658					*			—				—
Donald E. Stout(10)			244,632					*			—				—
Salvatore Giardina(11)			123,750					*			—				—
Bruce T. Bernstein(12)			793,207				2.9	%			393,416				1.5	%
Richard K. Abbe(13)			704,542				2.6	%			—				—
Andrew R. Heyer(2)(14)			4,098,056				14.5	%			2,414,992				8.3	%
All current directors and officers as a group (11 individuals)(15):			8,230,206				26.4	%			2,808,408				9.6	%

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MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Board of Directors and Executive Officers

On February 20, 2014, our boardcurrently consists of directors acceptedseven (7) members. Prior to each annual meeting of stockholders, the recommendationBoard of Directors considers the recommendations of the Nominating and Corporate Governance Committee and votedvotes to nominate eight (8) individuals for election at the annual meetingor re-election for a term of one year to serve until the 2015 annual meeting of stockholders, or until their successors are duly elected and qualify or until their earlier death, resignation, or removal. Election takes place at our annual meeting of stockholders.

Set forth below are the names of the persons nominated asour directors and our executive officers, their ages (as of the filing date of this proxy statement), their offices in the Company,position(s) with us, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Our executive officers are appointed by, and serve at the discretion of, our boardBoard of directors.Directors. There are no family relationships among any of the directors or executive officers. Additionally, information about the specific experience, qualifications, attributes or skills that led to our boardBoard of directors’Directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Name		Age		PositionPosition(s) with the Company
Andrew D. Perlman		3639		Chief Executive Officer and Director
Alexander R. BergerAnastasia Nyrkovskaya		30		Chief Operating Officer, Secretary and Director
David L. Cohen		43		Chief Legal and Intellectual Property Officer
Andrew Kennedy Lang		47		Chief Technology Officer, President and Director
Anastasia Nyrkovskaya(6)		3740		Chief Financial Officer
H. Van Sinclair*(2)(3)Jason Charkow		6141		Lead Independent DirectorSenior Vice President of Legal and Business Affairs
Edward Jankowski		65		Senior Vice President and Chief Executive Officer of XpresSpa
John Engelman*(1)		58		Director
Ashley C. Keller*(1)(2)(3)(4)		35		Director
Noel J. Spiegel*(1)(2)(5)		6661		Director
Donald E. Stout*(1)(2)(3)		71		Director
Salvatore Giardina*(2)		6755		Director
Bruce T. Bernstein*(1)(2)(3)		53		Director
Richard K. Abbe*		47		Director
Andrew R. Heyer*		60		Director

Our boardBoard of directorsDirectors has reviewed the materiality of any relationship that each of our directors has with Vringo,us, either directly or indirectly. Based upon this review, we believeour Board of Directors has determined that Messrs. Sinclair, Engelman, Stout, Keller and Spiegel qualifythe following members of our Board of Directors are “independent directors” as independent directors in accordance with the standards setdefined by The NASDAQ Stock Market or NASDAQ, as well as Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, our board of directors is comprised of a majority of independent directors as required by NASDAQ rules.:John Engelman, Donald E. Stout, Salvatore Giardina, Bruce T. Bernstein, Richard K. Abbe and Andrew R. Heyer.

Andrew D. Perlman has served as our Chief Executive Officer since March 2012, as our President from April 2010 to July 2012 and as a member of our boardBoard of directorsDirectors since September 2009. From February 2009 to March 2010, Mr. Perlman served as vice presidentVice President of global digital business developmentGlobal Digital Business Development at EMI Music Group (“EMI”), where he was responsible for leading distribution deals with digital partners for EMI’s music and video content. From May 2007 to February 2009, Mr. Perlman served aswas the General Manager of our operations in the United States operations as welland also served as our Senior Vice President Content & Community. In this position, Mr. Perlman managed our United States operations andCommunity, in which he led ourits content and social community partnerships. From June 2005 to May 2007, Mr. Perlman was senior vice presidentSenior Vice President of digital mediaDigital Media at Classic Media, Inc. (“Classic Media”),

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on the Board of Directors of Neurotrope, Inc. Mr. Perlman holds a Bachelor of Arts (“B.A.”) in Business Administration from the School of Business and Public Management at The George Washington University.

We believe Mr. Perlman’s prior experience in licensing intellectual property and deal structuring qualifies him to serve on our boardBoard of directors.Directors. His additional experience and insights gained over the past four years at Vringowith us are a significant contribution to the company and the Board of Directors.

John Engelman has been our director since December 2010. Mr. Engelman also serves as an independent director of Hemisphere Media Group, Inc., a publically traded Hispanic media company that owns and operates television stations and cable networks in the United States, Puerto Rico and Latin America. Mr. Engelman was a co-founder of Classic Media, Inc. (“Classic Media”), a global media company specializing in family and children’s entertainment where he served as co-chief executive officer until 2012. During that time, he launched television and consumer products driven brands based on iconic entertainment properties such as Lassie, Casper the Friendly Ghost, Frosty the Snowman and Bullwinkle and Rocky. Mr. Engelman developed monetization strategies and oversaw the roll up of intellectual property assets from diverse rights holders. In August 2012, Classic Media was acquired by DreamWorks Animation SKG where Mr. Engelman currently co-heads the DreamWorks Classics division. In August 2016, DreamWorks was subsequently acquired by NBCUniversal, a division of Comcast Corporation. From 2007 to 2009, Mr. Engelman was co-chief executive officer of Boomerang Media, Inc. (“Boomerang Media”), an acquisition company controlled by GTCR Golder Rauner. From 1997 to 2001, he was an operating partner with Pegasus Capital Advisors and a managing director of Brener International Group, LLC. From 1991 to 1996, Mr. Engelman was President of Broadway Video, Inc., a producer of live television and motion pictures. He began his career as a partner at the Los Angeles law firm of Irell & Manella. Mr. Engelman has a J.D. from Harvard Law School and a B.A. in Government from Harvard College.

We believe Mr. Engelman’s experience in the media and entertainment industries qualifies him to serve on our Board of Directors. His experience gained both as an executive at Classic Media and Boomerang Media are contributions to us and the boardBoard of directors.Directors.

Alexander R. BergerDonald E. Stout has served asbeen our Chief Operating Officer, Secretary and a director since July 19, 2012 (dateand was a director of Innovate/Protect from November 7, 2011 through the consummation of the merger)merger with us. In a career spanning over forty years, Mr. Stout has been involved in virtually all facets of intellectual property law. Mr. Stout is a partner at a law firm Fitch, Even, Tabin & Flannery LLP since 2015 and served as Innovate/Protect’s Chief Operating Officer, Chief Financial Officer, Secretaryhe had been a senior partner at the law firm of Antonelli, Terry, Stout & Kraus, LLP from 1982 to 2015. As an attorney in private practice, Mr. Stout has focused on litigation, licensing and Treasurerrepresentation of clients before the United States Patent and a director from June 8, 2011Trademark Office (“USPTO”) in diverse technological areas. From 1971 to July 19, 2012. Prior to joining Innovate/Protect, from February 2008 to August 2011,1972, Mr. Berger was employed at Hudson Bay Capital Management LP, most recentlyStout worked as a Vice President. From 2005law clerk for two members of the USPTO Board of Appeals and, from 1968 to 2007,1972. Mr. BergerStout was an aide to the President’s energy and environmental policy adviserassistant examiner at the White House. Earlier,USPTO, where he focused on patent applications covering radio and television technologies. Mr. Berger developedStout has written and prosecuted hundreds of patent applications in diverse technologies, rendered opinions on patent infringement and validity, and has testified as an expert witness regarding obtaining and prosecuting patents. Mr. Stout is also the Maestro vetting system,co-founder of NTP Inc., which was implemented bylicensed Research in Motion (RIM), the White House staff in 2003maker of the Blackberry handheld devices, for $612.5 million to systematically research individualssettle a patent infringement action. Mr. Stout also previously served on the Board of Directors of Tessera Technologies, Inc. (TSRA). Mr. Stout is a member of the bars of the District of Columbia and organizations.Virginia, and is admitted to practice before the Supreme Court of the United States, the Court of Appeals for the Federal Circuit and the USPTO. Mr. BergerStout holds a Bachelor’s degree in AccountingElectrical Engineering, with distinction, from Pennsylvania State University, and a J.D., with honors, from The George Washington University.

We believe Mr. Berger’sStout’s experience as a vice president at a private investment fund, and subsequently as founder, Chief Operating Officer and Chief Financial Officer of Innovate/Protect, as well as his expertise in business transactions,intellectual property law qualifies him to serve on our boardBoard of directors.Directors.

David L. Cohen, EsqSalvatore Giardina.joined our Board of Directors on May 23, 2016. Mr. Giardina has served as our Chief LegalFinancial Officer of Pragma Securities LLC and Intellectual Property Officerits holding company, Pragma Weeden Holdings LLC, since May 7, 2013, as our Head of Litigation, Licensing and Intellectual Property from July 19, 2012 (date of the merger) to May 7, 2013, and as Innovate/Protect’s Special Counsel from May 20, 2012 to July 19, 2012.2009. From 2006 through 2008, Mr. Cohen oversees the Company’s world-wide efforts in intellectual property development and monetization. Prior to joining Innovate/Protect, Mr. Cohen was Senior Litigation Counsel at Nokia, where among his other duties, he oversaw many of Nokia’s litigations Mr. Cohen has also worked in private practice in Lerner David Littenberg Krumholz & Mentlik, LLP from 2004 to 2007 and Skadden, Arps, Slate, Meagher & Flom LLP from 2000 to 2004. Before practicing law, Mr. Cohen earned a BA and MA from the Johns Hopkins University in the history of science and history; an M.Phil in the history and philosophy of science from Cambridge University, an MA (with distinction) in legal and political theory from University College London, and a J.D. (cum laude) from Northwestern University School of Law, where he was an associate editor of the Law Review. Mr. Cohen received the Sara Norton prize from Cambridge University and the First Prize in Lowden-Wigmore Prizes for Legal Scholarship from Northwestern. Mr. Cohen clerked for The Honorable Chief Judge Gregory W. Carman of the Court of International Trade.

Andrew Kennedy Lang hasGiardina served as our President,S.V.P. and Chief TechnologyFinancial Officer of G-Trade Services LLC and a director since July 19, 2012 (date of the merger) andConvergEx Global Markets LLC. From 2002 through 2006, Mr. Giardina served as Vice President and Chief ExecutiveFinancial Officer Chief Technology Officer and a director of Innovate/Protect from June 22, 2011 to July 19, 2012.Ladenburg Thalmann Financial Services Inc., the publicly-traded holding company of Ladenburg Thalmann & Co., Inc., where Mr. Lang has been an inventor and entrepreneur for over two decades. Mr. Lang founded WiseWire Corporation in 1995 and sold it to Lycos in 1998 for $39.75 million. HeGiardina served as the Chief Technology Officer of Lycos prior to its sale to Terra Networks in 2000 for $5.4 billion. Thereafter, Mr. Lang served from 2001 to 2006 as Chief Executive Officer of Lightspace Corporation, an active gaming technology company. Mr. Lang is a graduate of Duke University where he finished second in his classVice President and holds Bachelor’s degrees in Electrical Engineering, Computer Science, Mathematics, and Physics. Mr. Lang holds a Master’s degree in Computer Science from Carnegie Mellon University.

We believe Mr. Lang’s experience gained as founder of WiseWire Corporation, and Chief Executive Officer of Innovate/Protect and Lightspace Corporation qualifies him to serve on our board of directors.

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Chief Financial Officer from 1998 through 2006 and as its Controller from 1990 through 1998. From 1983 through 1990, Mr. Giardina was an auditor with the national public accounting firm of Laventhol & Horwath. Mr. Giardina served as a director of National Holdings Corporation from 2012 through 2016 and as Chairman of its Audit Committee from 2013 through 2016. Mr. Giardina is a certified public accountant and is Series 24 and Series 27 registered.

We believe Mr. Giardina’s extensive financial expertise and his practical and management experience qualifies him to serve on our Board of Directors and as a member and the chairperson of the audit committee of our Board of Directors.

Bruce T. Bernstein joined our Board of Directors on February 8, 2016. Mr. Bernstein has over thirty years of experience in the securities industry, primarily as senior portfolio manager for two alternative finance funds as well as in trading and structuring of arbitrage strategies. Mr. Bernstein has served as President of Rockmore Capital, LLC since 2006, the manager of a direct investment and lending fund with peak assets under management of $140 million. Previously, he served as Co-President of Omicron Capital, LP, an investment firm based in New York, which he joined in 2001. Omicron Capital focused on direct investing and lending to public small cap companies and had peak assets under management of $260 million. Prior to joining Omicron Capital, Mr. Bernstein was with Fortis Investments Inc., where he was Senior Vice President in the bank’s Global Securities Arbitrage business unit, specializing in equity structured products and equity arbitrage and then President in charge of the bank’s proprietary investment business in the United States. Prior to Fortis, Mr. Bernstein was Director in the Equity Derivatives Group at Nomura Securities International specializing in cross-border tax arbitrage, domestic equity arbitrage and structured equity swaps. Mr. Bernstein started his career at Kidder Peabody, where he rose to the level of Assistant Treasurer. Mr. Bernstein also serves as a member of the Board of Directors of Neurotrope, Inc. Mr. Bernstein is also a member of the board of Summit Digital Health, a laser based blood glucose monitor distributor, based in New Jersey. Mr. Bernstein holds a B.B.A. from City University of New York (Baruch).

We believe Mr. Bernstein’s extensive experience in the securities industry qualifies him to serve on our Board of Directors.

Richard K. Abbe joined our Board of Directors on March 9, 2016. Mr. Abbe is the Co-founder and is a Principal and Managing Partner of Iroquois Capital Management, LLC, the Investment Advisor to Iroquois Capital LP and Iroquois Capital (offshore) Ltd. Mr. Abbe has served as Co-Chief Investment Officer of Iroquois Capital since its inception in 2003. Previously, Mr. Abbe co-founded and served as Co-Chief Investment Officer of Vertical Ventures, LLC, a merchant bank. Prior to that, he was employed by Lehman Brothers and served as Senior Managing Director at Gruntal & Company, LLC, where he also served on the firm’s Board of Directors. Mr. Abbe also previously served as Founding Partner at Hampshire Securities. He currently serves on the investment committee of Hobart and William Smith Colleges endowment Fund.

We believe Mr. Abbe’s extensive experience in the securities industry qualifies him to serve on our Board of Directors.

Andrew R. Heyer joined our Board of Directors on December 23, 2016. Mr. Heyer is the Chief Executive Officer and founder of Mistral Capital Management, LLC, a private equity fund manager. Prior to founding Mistral, he served as a Founding Managing Partner of Trimaran Capital Partners, L.L.C. Mr. Heyer was formerly a Vice Chairman of CIBC World Markets Corp. and co-head of CIBC Argosy Merchant Banking Funds. Prior to joining CIBC World Markets Corp. in 1995, Mr. Heyer was a founder and Managing Director of The Argosy Group L.P. Before Argosy, Mr. Heyer was a Managing Director at Drexel Burnham Lambert Incorporated and previous to that, he worked at Shearman/American Express. Mr. Heyer serves as a director of Jamba, Inc. and The Hain Celestial Group, both of which are publicly traded companies. He also serves on the boards of Mistral’s portfolio companies. Mr. Heyer also serves as a member of the Executive Committee and Board of Trustees of the University of Pennsylvania and the University of Pennsylvania Health System.

We believe Mr. Heyer’s extensive experience in the securities industry qualifies him to serve on our Board of Directors.

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Committees of the Board of Directors and Meetings

Meeting Attendance.  During the fiscal year ended December 31, 2016 there were 23 meetings of our Board of Directors, and the various committees of the Board of Directors met a total of 11 times. No director attended fewer than 75% of the total number of meetings of the Board of Directors and of committees of the Board of Directors on which he served during fiscal 2016. The Board of Directors has adopted a policy under which each member of the Board of Directors is strongly encouraged but not required to attend each annual meeting of our stockholders.

Audit Committee.  Our Audit Committee met five times during fiscal 2016. This committee currently has three (3) members, Salvatore Giardina (Chairman), Bruce T. Bernstein and Donald E. Stout. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews our annual and quarterly financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and The NASDAQ Stock Market (“NASDAQ”), as such standards apply specifically to members of audit committees. The Board of Directors has determined that both Messrs. Giardina and Bernstein are “audit committee financial experts,” as defined by the SEC in Item 407 of Regulation S-K.

A copy of the Audit Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website atwww.formholdings.com/corp_governance.

Compensation Committee.  Our Compensation Committee met two times during fiscal 2016. This committee currently has two (2) members, Bruce T. Bernstein (Chairman) and Donald E. Stout.

Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee also administers our 2012 Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) and our 2006 Stock Option Plan (the “2006 Plan”). The Compensation Committee is responsible for the determination of the compensation of our Chief Executive Officer, and shall conduct its decision making process with respect to that issue without the Chief Executive Officer present, and establishment and reviewing general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals. The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. During fiscal year 2016, based on the recommendation of management, the Compensation Committee did not engage third party compensation consultants.

Both members of the Compensation Committee qualify as independent under the definition promulgated by NASDAQ. A copy of the Compensation Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website atwww.formholdings.com/corp_governance.

Nominating and Corporate Governance Committee.  Our Nominating and Corporate Governance Committee met four times during fiscal year 2016 and currently has two (2) members, Bruce T. Bernstein and Donald E. Stout. The Nominating Committee’s role and responsibilities are set forth in the Nominating Committee’s written charter and is authorized to:

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We have no formal policy regarding board diversity. Our Nominating and Corporate Governance Committee and Board of Directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. Our Nominating and Corporate Governance Committee’s and Board of Directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

Both members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by NASDAQ. In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources.

A copy of the Nominating and Governance Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website atwww.formholdings.com/corp_governance.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2016, Salvatore Giardina, Bruce T. Bernstein and Donald E. Stout served as members of our Compensation Committee. In 2016, none of our executive officers served on the Board of Directors or compensation committee of any entity that had one or more executive officers serving as a member of our Board of Directors or Compensation Committee. There are no family relationships between or among the members of our Board of Directors or executive officers.

Board Leadership Structure and Role in Risk Oversight

Mr. Perlman currently serves as our Chief Executive Officer and leads all meetings of the Board of Directors. If the Board of Directors convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. We do not currently have a chairman or lead independent director and believe that this current board structure is the appropriate structure.

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a whole. The committees also provide risk oversight and report any material risks to the Board of Directors.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations at 1-646-277-1263. However, any stockholders who wish to address questions regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions via e-mail at Jeff.Sonnek@icrinc.com. Communications will be distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

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Executive Officers

The following table sets forth certain information regarding our executive officers who are not also directors. We have employment agreements with each of our executive officers.

Name		Age		Position(s) with the Company
Andrew D. Perlman		39		Chief Executive Officer and Director
Anastasia Nyrkovskaya		40		Chief Financial Officer
Jason Charkow		41		Senior Vice President of Legal and Business Affairs
Edward Jankowski		65		Senior Vice President and Chief Executive Officer of XpresSpa

Andrew D. Perlmanour Chief Executive Officer and Director (see biography in the section above titled “The Board of Directors”)

Committees of the Board of Directors and Meetings

Anastasia NyrkovskayaMeeting Attendance joined.  During the Company in May 2013 asfiscal year ended December 31, 2016 there were 23 meetings of our Chief Financial Officer. Ms. NyrkovskayaBoard of Directors, and the various committees of the Board of Directors met a total of 11 times. No director attended fewer than 75% of the total number of meetings of the Board of Directors and of committees of the Board of Directors on which he served during fiscal 2016. The Board of Directors has over fifteen yearsadopted a policy under which each member of accounting experience. Priorthe Board of Directors is strongly encouraged but not required to joining the Company, from 2011, Ms. Nyrkovskaya served as Vice Presidentattend each annual meeting of our stockholders.

Audit Committee.  Our Audit Committee met five times during fiscal 2016. This committee currently has three (3) members, Salvatore Giardina (Chairman), Bruce T. Bernstein and Assistant Global Controller at NBCUniversal Media, LLC. From 2008 to 2011, while also at NBCUniversal Media, LLC, Ms. Nyrkovskaya served as Vice President, Corporate FinanceDonald E. Stout. Our Audit Committee’s role and Business Development, where she structured merger and acquisition transactions and partnerships. From 2006 to 2008, Ms. Nyrkovskaya was a Director in Corporate Finance and Business Development at NBCUniversal Media, LLC. From 1998 to 2006, Ms. Nyrkovskaya servedresponsibilities are set forth in the Audit Committee’s written charter and Assurance practiceinclude the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews our annual and quarterly financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the SEC and The NASDAQ Stock Market (“NASDAQ”), as such standards apply specifically to members of audit committees. The Board of Directors has determined that both Messrs. Giardina and Bernstein are “audit committee financial experts,” as defined by the SEC in Item 407 of Regulation S-K.

A copy of the Audit Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website at KPMG LLP. Ms. Nyrkovskaya is a Certified Public Accountant and received an advanced degree in economics and business administration from Moscow State University of Publishing and Printing Arts.www.formholdings.com/corp_governance.

H. Van SinclairCompensation Committee.  Our Compensation Committee met two times during fiscal 2016. This committee currently has beentwo (2) members, Bruce T. Bernstein (Chairman) and Donald E. Stout.

Our Compensation Committee’s role and responsibilities are set forth in the Compensation Committee’s written charter and includes reviewing, approving and making recommendations regarding our director since July 19, 2012compensation policies, practices and a director of Innovate/Protect since November 7, 2011procedures to ensure that legal and until the consummationfiduciary responsibilities of the merger. Since 2003, Mr. Sinclair has served as President,Board of Directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee also administers our 2012 Employee, Director and Consultant Equity Incentive Plan (the “2012 Plan”) and our 2006 Stock Option Plan (the “2006 Plan”). The Compensation Committee is responsible for the determination of the compensation of our Chief Executive Officer, and General Counselshall conduct its decision making process with respect to that issue without the Chief Executive Officer present, and establishment and reviewing general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals. The RLJ Companies,Compensation Committee has the investment company organizedauthority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. During fiscal year 2016, based on the recommendation of management, the Compensation Committee did not engage third party compensation consultants.

Both members of the Compensation Committee qualify as independent under the definition promulgated by Robert L. Johnson,NASDAQ. A copy of the founderCompensation Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of Black Entertainment Television.our website atwww.formholdings.com/corp_governance.

Nominating and Corporate Governance Committee.  Our Nominating and Corporate Governance Committee met four times during fiscal year 2016 and currently has two (2) members, Bruce T. Bernstein and Donald E. Stout. The RLJ Companies ownsNominating Committee’s role and responsibilities are set forth in the Nominating Committee’s written charter and is authorized to:

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We have no formal policy regarding board diversity. Our Nominating and Corporate Governance Committee and Board of Directors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or holdsnational origin. Our Nominating and Corporate Governance Committee’s and Board of Directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

Both members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by NASDAQ. In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in diverse businesses, including private equity, financial services, asset management, insurance services, automobile dealerships, film production, sportswhich we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board of Directors, and entertainmentconcern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources.

A copy of the Nominating and video lottery terminal gaming. Governance Committee’s written charter is publicly available through the “Investors — Corporate Governance” section of our website atwww.formholdings.com/corp_governance.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended December 31, 2016, Salvatore Giardina, Bruce T. Bernstein and Donald E. Stout served as members of our Compensation Committee. In 2016, none of our executive officers served on the Board of Directors or compensation committee of any entity that had one or more executive officers serving as a member of our Board of Directors or Compensation Committee. There are no family relationships between or among the members of our Board of Directors or executive officers.

Board Leadership Structure and Role in Risk Oversight

Mr. SinclairPerlman currently serves as our Chief Executive Officer and leads all meetings of the Board of Directors. If the Board of Directors convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. We do not currently have a chairman or lead independent director and believe that this current board structure is the appropriate structure.

The Board of RLJ Entertainment, Inc.Directors oversees our business and considers the risks associated with our business strategy and decisions. The Board of Directors currently implements its risk oversight function as a publicly traded companywhole. The committees also provide risk oversight and report any material risks to the Board of Directors.

Stockholder Communications to the Board

Generally, stockholders who have questions or concerns should contact our Investor Relations at 1-646-277-1263. However, any stockholders who wish to address questions regarding our business directly with the Board of Directors, or any individual director, should direct his or her questions via e-mail at Jeff.Sonnek@icrinc.com. Communications will be distributed to the Board of Directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the media rights business,communications. Items that are unrelated to the duties and formerly served as Presidentresponsibilities of the Board may be excluded, such as:

In addition, any material that is now a subsidiary through merger of RLJ Entertainment, Inc. Mr. Sinclair also sits on additional boards of RLJ portfolio investment companies. Mr. Sinclair has also served as Vice President of Legal and Business Affairs for RLJ Urban Lodging Funds, a private equity fund which concentrated on limited and focused service hotels; for RLJ Development, the RLJ Companies’ hotel and hospitality company; and as Acting President of the Charlotte Bobcats, the NBA franchise locatedunduly hostile, threatening, or illegal in Charlotte, North Carolina. Mr. Sinclair has also served as anature may be excluded, provided that any communication that is filtered out will be made available to any outside director of Urban Trust Bank, a federal thrift headquartered in Orlando, Florida, where he chaired the Audit Committee. Prior to joining The RLJ Companies, Mr. Sinclair specialized in complex commercial disputes and litigation 28 years with the Washington, D.C. based law firm Arent Fox, PLLC. In the late 1990s, Mr. Sinclair became the partner in charge of litigation at Arent Fox, and today remains of counsel to the firm. Mr. Sinclair holds a Bachelor’s degree in Mathematics and a Master’s degree in business administration from the University of Rochester, and a J.D. from The George Washington University.

We believe Mr. Sinclair’s experiences in commercial disputes, litigation, and board service on other public companies qualify him to serve on our board of directors.

John Engelman has been our director since December 2010. Mr. Engelman also serves as an independent director of Hemisphere Media Group, Inc., a publically traded Hispanic media company that owns and operates television stations and cable networks in the U.S., Puerto Rico and Latin America. Mr. Engelman was a co-founder of Classic Media, Inc., a global media company specializing in family and children’s entertainment where he served as co-chief executive officer until 2012. During that time, he launched television and consumer products driven brands based on iconic entertainment properties such as Lassie, Casper the Friendly Ghost, Frosty the Snowman and Bullwinkle and Rocky. Mr. Engelman developed monetization strategies and oversaw the roll up of intellectual property assets from diverse rights holders. In August 2012, Classic Media was acquired by DreamWorks Animation SKG where Mr. Engelman currently co-heads the DreamWorks Classics division. From 2007 to 2009, Mr. Engelman was co-chief executive officer of Boomerang Media, Inc., an acquisition company controlled by GTCR Golder Rauner. From 1997 to 2001, he was an operating partner with Pegasus Capital Advisors and a managing director of Brener International Group, LLC. From 1991 to 1996, Mr. Engelman was President of Broadway Video, Inc., a producer of live television and motion pictures. He began his career as a partner at the Los Angeles law firm of Irell & Manella. Mr. Engelman has a J.D. from Harvard Law School and a B.A. in Government from Harvard College.

We believe Mr. Engelman’s experience in the media and entertainment industries qualifies him to serve on our board of directors. His experience gained both as an executive at Boomerang Media and Classic Media are contributions to us and the board of directors.upon request.

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Executive Officers

The following table sets forth certain information regarding our executive officers who are not also directors. We have employment agreements with each of our executive officers.

Name		Age		Position(s) with the Company
Andrew D. Perlman		39		Chief Executive Officer and Director
Anastasia Nyrkovskaya		40		Chief Financial Officer
Jason Charkow		41		Senior Vice President of Legal and Business Affairs
Edward Jankowski		65		Senior Vice President and Chief Executive Officer of XpresSpa

Ashley C. KellerAndrew D. Perlman has been our director since December 31, 2012. Ashley Keller is co-founderChief Executive Officer and Chief Investment Officer of Gerchen Keller Capital, LLC, a private investment firm formed to invest in complex commercial legal claims. Prior to co-founding Gerchen Keller Capital, Mr. Keller was a special situations Analyst at Alyeska Investment Group, a hedge fund based in Chicago. In that position, he focused on investments in companies facing complex regulatory, legal, and other matters. Prior to joining Alyeska, Mr. Keller was an attorney with an array of experience in complex and high-stakes commercial litigation. He was a Partner at Bartlit Beck Herman Palenchar & Scott LLP, where he handled various trial and appellate matters involving securities and patent cases, contractual disputes, and mass-tort class actions. Before practicing law, Mr. Keller clerked for Judge Richard Posner at the United States Court of Appeals for the Seventh Circuit and Justice Anthony Kennedy at the Supreme Court of the United States. Mr. Keller graduated magna cum laude from Harvard University with a degree in government. He received an MBA with high honors from the University Of Chicago Booth School Of Business, where he graduatedDirector (see biography in the top 5% of his class. He earned his J.D. with highest honors from the University of Chicago Law School, where he graduated first in his class.

We believe Mr. Keller’s experience in commercial litigation matters and involvement in securities and patent cases qualifies him to serve on our board of directors.

Noel J. Spiegel has been our director since May 6, 2013. Mr. Spiegel is currently a director of American Eagle Outfitters, Inc., where he serves as chairman of the Audit Committee and a member of the Compensation Committee, as well as a director of Radian Group, Inc., where he serves as a member of the Audit Committee. Mr. Spiegel was a partner at Deloitte & Touche LLP, where he practiced from September 1969 until his retirement in May 2010. In his over forty year career at Deloitte, he served in numerous management positions, including Deputy Managing Partner, member of the Executive Committee and Partner-in-Charge of Audit Operations in Deloitte’s New York Office. Mr. Spiegel also served as Managing Partner of Deloitte’s Transaction Assurance practice, Global Offerings and International Financial Reporting Standards practice, and Technology, Media and Telecommunications practice for the Northeast Region. Mr. Spiegel holds a B.S. from Long Island University, and attended the Advanced Management Program at Harvard Business School.

We believe that Mr. Spiegel’s tenure of over forty years at Deloitte & Touche LLP, coupled with his experience on public company boards of directors, qualifies him to serve on our board of directors.

Donald E. Stout has been our director since July 19, 2012 and a director of Innovate/Protect since August 15, 2011 and until the consummation of the merger. In a career spanning over forty years, Mr. Stout has been involved in virtually all facets of intellectual property law. Mr. Stout has been a senior partner at the law firm of Antonelli, Terry, Stout and Kraus, LLP since 1982. As an attorney in private practice, Mr. Stout has focused on litigation, licensing and representation of clients before the USPTO in diverse technological areas. From 1971 to 1972, Mr. Stout worked as a law clerk for two members of the USPTOsection above titled “The Board of Appeals and, from 1968 to 1972. Mr. Stout was an assistant examiner at the United States Patent and Trademark Office (USPTO), where he focused on patent applications covering radio and television technologies. Mr. Stout has written and prosecuted hundreds of patent applications in diverse technologies, rendered opinions on patent infringement and validity, and has testified as an expert witness regarding obtaining and prosecuting patents. Mr. Stout is also the co-founder of NTP Inc., which licensed Research in Motion (RIM), the maker of the Blackberry handheld devices, for $612.5 million to settle a patent infringement action. Mr. Stout serves on the board of directors of Augme Technologies, Inc. (AUGT) and of Tessera Technologies, Inc. (TSRA). Mr. Stout is a member of the bars of the District of Columbia and Virginia, and is admitted to practice before the Supreme Court of the United States, the Court of Appeals for the Federal Circuit and the USPTO. Mr. Stout holds a Bachelor’s degree in Electrical Engineering, with distinction, from Pennsylvania State University, and a J.D., with honors, from The George Washington University.Directors”)

We believe Mr. Stout’s experience in intellectual property law qualifies him to serve on our board of directors.

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We have no formal policy regarding board diversity. Our Nominating and Corporate Governance Committee and boardBoard of directorsDirectors may therefore consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender or national origin. Our Nominating and Corporate Governance Committee’s and boardBoard of directors’Directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members and professional and personal experiences and expertise relevant to our growth strategy.

AllBoth members of the Nominating and Corporate Governance Committee qualify as independent under the definition promulgated by The NASDAQ Stock Market.

If a stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures described in “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

NASDAQ. In addition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates recommended by stockholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant, such as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the boardBoard of directors,Directors, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources.

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Executive Officers

The following table sets forth certain information regarding our executive officers who are not also directors. We have employment agreements with each of our executive officers.

Name		Age		Position(s) with the Company
Andrew D. Perlman		39		Chief Executive Officer and Director
Anastasia Nyrkovskaya		40		Chief Financial Officer
Jason Charkow		41		Senior Vice President of Legal and Business Affairs
Edward Jankowski		65		Senior Vice President and Chief Executive Officer of XpresSpa

Andrew D. Perlmanour Chief Executive Officer and Director (see biography in the section above titled “The Board of Directors”)

Anastasia Nyrkovskaya joined us in May 2013 as our Chief Financial Officer. Ms. Nyrkovskaya oversees all aspects of the finance and accounting functions, including: SEC and internal financial reporting, budgeting and forecasting, mergers and acquisitions and business integrations, tax planning and reporting, human resources, and operational matters. Prior to joining us, from 2006, Ms. Nyrkovskaya served as Vice President and Assistant Global Controller and Vice President, Corporate Finance and Business Development at NBCUniversal Media, LLC (“NBCUniversal Media”). She was responsible for technical accounting areas, policies and internal controls. She also structured merger and acquisition transactions, partnerships, joint ventures and dispositions, as well as debt activities and restructurings. From 1998 to 2006, Ms. Nyrkovskaya served in the Audit and Assurance practice at KPMG LLP. Ms. Nyrkovskaya is a Certified Public Accountant and received an advanced degree in economics and business administration from Moscow State University of Publishing and Printing Arts.

Jason Charkow has served as our Senior Vice President, Legal and Business Affairs, since June 2016 and is responsible for overseeing all of our and our subsidiaries’ legal affairs and supporting our business activities. Mr. Charkow joined us in February 2012 as our Senior Intellectual Property Counsel and, in June 2014, became the Director of Legal and Intellectual Property, assuming responsibility for oversight of our world-wide intellectual property litigation and management of our intellectual property assets. Prior to joining us, Mr. Charkow was an attorney at Winston & Strawn and Jones Day where he focused on intellectual property litigation, prosecution and counseling. Mr. Charkow has litigated complex patent infringement matters involving a range of telecommunications, computer and electronic technologies. Mr. Charkow earned a Juris Doctor from Hofstra University and holds a bachelor’s degree in mechanical engineering from Binghamton University.

Edward Jankowskihas served as our Senior Vice President since December 2016 and as XpresSpa’s Chief Executive Officer since June 2016. From 2012 to 2016, Mr. Jankowski was the Vice President and General Manager of Luxury Retail at Luxottica, where he oversaw the Ilori and Optical Shop of Aspen and Persol retail stores. From 2007 to 2012, Mr. Jankowski was Senior Vice President and General Manager for Godiva Chocolatier, responsible for the $400 million North America multi-channel business, consisting of 240 retail stores, plus wholesale, direct, and interactive business. From 2001 to 2007, Mr. Jankowski was the Chief Operating Officer of Safilo Group’s Solstice sunglasses stores, where he opened 120 stores, oversaw store operations, merchandising, finance, planning/distribution, marketing and communications, loss prevention, real estate, visual and store design/development/construction. From 1999 to 2001, Mr. Jankowski was the President of Airport Shops Division of World Duty Free Americas, a division of B.A.A., where he was a member of the Senior Executive Committee, with responsibility for the $120 million Airport Division. From 1993 to 1999, Mr. Jankowski served as the Vice President/Director of Stores for Liz Claiborne, where he was a member of the Retail Executive Committee and led execution of business strategies, sales results and store profit. Mr. Jankowski began his career in 1975 as an Executive Trainee for R.H. Macy’s. Mr. Jankowski currently serves on the Board of Directors of the Accessories Council on the Foundation Board of Directors for LIM College. Mr. Jankowski received his B.Sc. in management and commerce marketing from Rider University.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Summary Compensation Table

The following table which should be read in conjunction with the additional information on our compensation structure and philosophy included in the Section entitled “Proposal No. 3 — Advisory Vote on Approval of Executive Compensation as Disclosed in this Proxy Statement” beginning on page 33, summarizes the total compensation awarded to, earned or paid or accrued duringby FORM to its Chief Executive Officer and other named executive officers for the last two fiscal years ended December 31, 20132016 and 2012 to (i) our Chief Executive Officer, (ii) our two next most highly compensated executive officers who earned more than $100,000 during the fiscal year ended December 31, 2013 and were serving as executive officers as of such date, and (iii) our former Chief Financial Officer who served as our Chief Financial Officer until May 9, 2013 and as Senior Vice President — Compliance from May 10, 2013 until December 31, 2013.2015:

Name and principal position		Year				Salary ($)				Option awards ($)(1)				Stock awards ($)(1)				All other compensation ($)				Total ($)
Andrew D. Perlman Chief Executive Officer			2013				385,000				1,425,675				556,500				—				2,367,176
			2012				240,289				4,289,556	(2)			2,511,000				169,080	(3)			7,209,925
Alexander R. Berger Chief Operating Officer(4)			2013				385,000				1,368,648				556,500				—				2,310,149
			2012				102,836				3,419,870				2,511,000				—				6,033,706
David L. Cohen Chief Legal and Intellectual Property Officer(5)			2013				300,000				456,216				159,000				—				915,216
			2012				163,343				1,781,963				186,000				—				2,131,306
Ellen Cohl Former Chief Financial Officer			2013				168,912	(6)			228,108				462,187	(7)			56,299	(6)(8)			915,505
			2012				137,553	(6)			965,209	(2)			372,000				38,394	(6)(8)			1,513,156

Name and principal position		Year				Salary ($)				Option awards ($)(1)				All other compensation ($)				Total ($)
Andrew D. Perlman			2016				431,667				1,235,440				—				1,667,107
			2015				415,000				—				—				415,000
Cliff Weinstein(2)			2016				366,667				1,235,440				—				1,602,107
			2015				325,000				—				—				325,000
Anastasia Nyrkovskaya			2016				333,333				540,505				—				873,838
			2015				317,197				—				—				317,197

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performance is delivered to Mr. Perlman by the Company,us, which specifically identifies the manner in which the boardBoard of directorsDirectors believes that Mr. Perlman has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by Mr. Perlman within thirty days of his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony, (c) an intentional breach of his non-compete obligations, (d) an intentional breach of the non-disclosure and non-solicitation agreement; or (e) a unanimous good faith finding by the boardBoard of directorsDirectors that Mr. Perlman has engaged in fraud, dishonesty, gross negligence or misconduct which, if curable, has not been cured within thirty days after his receipt of a written notice from the boardBoard of directorsDirectors stating with reasonable specificity the basis of such finding. “Good Reason” as used Mr. Perlman’s employment agreement means (a) the assignment, without Mr. Perlman’s consent, to Mr. Perlman of duties that result in a substantial diminution of the duties that he assumed; provided, however, the failure of Mr. Perlman to be reelected to the boardBoard of directorsDirectors shall not be deemed to be a diminution of duties; (b) the assignment, without Mr. Perlman’s consent, of a title that is subordinate to the title Chief Executive Officer; (c) a reduction in Mr. Perlman’s base salary; (d) the Company’sour requirement

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In the event the employment agreement is terminated for (i) Good Reason by Mr. Berger,Weinstein, or (ii) by the Companyus without Cause, Mr. BergerWeinstein shall be entitled to receive (A) the payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company through the date the employment period is terminated, (B) an amount of base salary (at the rate of base salary in effect immediately prior to such termination) equal to the lesser of (x) one times the base salary and (y) two times the base salary payable for the number of full months remaining in the employment period, and (C) COBRA continuation coverage paid in full by the Companyus for up to a maximum of twelve months following the date

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In the event the employment agreement is terminated for (i) Good Reason by Mr. Cohen,Ms. Nyrkovskaya, or (ii) by the Companyus without Cause, Mr. CohenMs. Nyrkovskaya shall be entitled to receive (A) the payment of any base salary earned but unpaid through the date of termination and any other payment or benefit to which he is entitled under the applicable terms of any other arrangement with the Company through the date the employment period is terminated, (B) an amount of base salary (atat the rate of base salary in effect immediately prior to such

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Name		Options Awards
		Number of securities underlying unexercised options (#) exercisable				Number of securities underlying unexercised options (#) un-exercisable				Option exercise price ($)				Option expiration date
Anastasia Nyrkovskaya			30,000				—				28.50				May 6, 2023
Anastasia Nyrkovskaya			30,000				—				41.00				February 20, 2024
Anastasia Nyrkovskaya(1)			87,500				262,500				1.55				April 4, 2026

Pension Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any nonqualified defined contribution plans or other deferred compensation plans.

Potential Payments upon Termination or Change-In-Control

The following summarizes the potential payments to each of our named executive officerofficers as of December 31, 2013.2016 upon termination or change-in-control. The discussion assumes that thesuch event occurred on December 31, 2013,30, 2016, the last business day of our fiscal year, at which time the closing price of our common stock as listed on the NASDAQ Capital Market was $2.96$2.13 per share. For a further discussion of these provisions see the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” above.

Andrew D. Perlman

In the event Mr. Perlman’s employment was terminated for (i) Good Reason by Mr. Perlman, or (ii) by the Companyus without Cause on December 31, 2013,2016, Mr. Perlman would have received severance in the amount of one year of base salary, and certain COBRA payments.payments totaling approximately $40,775. In addition, in the event a change of controlchange-in-control had occurred on December 31, 2013 and2016, Mr. Perlman had not continued as the Chief Executive Officer (other than a result of Mr. Perlman’s resignation without Good Reason or his termination for Cause), he would have been entitled to one times his base salary or $385,000 and 75% acceleration of certain equity instruments granted after the merger, which for such unvested awards, would have been $1,289,220 as of December 31, 2013.

Alexander R. Berger

In the event Mr. Berger’s employment was terminated for (i) Good Reason by Mr. Berger, or (ii) by the Company without Cause on December 31, 2013, Mr. Berger would have received severance in the amount of one year of base salary, or $435,000, and certain COBRA payments. In addition, upon change of control, Mr. BergerPerlman would behave been entitled to receive 75% acceleration of certain equity instruments granted after the merger,unvested options, which for such unvested awards, would have been $1,289,220had an intrinsic value of $348,000 as of December 31, 2013.2016.

David L. Cohen

Cliff Weinstein

In the event Mr. Cohn’sWeinstein’s employment was terminated for (i) Good Reason by Mr. Cohen,Weinstein, or (ii) by the Companyus without Cause on December 31, 2013,2016, Mr. CohenWeinstein would have received severance in the amount of one year of base salary, or $375,000, and certain COBRA payments.payments totaling approximately $40,775. In addition, upon change of control,a change-in-control, Mr. CohenWeinstein would behave been entitled to receive 75% acceleration of certain equity instruments granted after the merger,unvested options, which for such unvested awards, would have been $150,313had an intrinsic value of $348,000 as of December 31, 2013.2016.

Anastasia Nyrkovskaya

In the event Ms. Nyrkovskaya’s employment was terminated for (i) Good Reason by Ms. Nyrkovskaya, or (ii) by us without Cause on December 31, 2016, Ms. Nyrkovskaya would have received severance in the amount of one year of base salary, or $325,000, and COBRA payments totaling approximately $40,775. In addition, upon a change-in-control, Ms. Nyrkovskaya would have been entitled to receive 75% acceleration of certain unvested options, which had an intrinsic value of $152,250 as of December 31, 2016.

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Director Compensation

The following table sets forth the compensation of persons who served as non-employee members of our boardBoard of directorsDirectors during all or part ofthe fiscal year 2013.ended December 31, 2016. Directors who are employed by us are not compensated for their service on our boardBoard of directors.Directors.

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(1)				All other compensation ($)				Total ($)
Ashley C. Keller(2)			35,000				63,600				182,486				—				281,086
Seth M. Siegel(3)			17,500				70,833				182,486				—				270,819
Donald E. Stout(4)			35,000				—				182,486				19,485				236,971
Noel J. Spiegel(5)			26,250				59,000				134,350				—				219,600
John Engelman(6)			35,000				—				182,486				—				217,486
H. Van Sinclair(7)			35,000				—				182,486				—				217,486

Name		Fees Earned or Paid in Cash ($)				Option Awards ($)(1)				All other compensation ($)				Total ($)
John Engelman(2)			50,000				40,814				—				90,814
Donald E. Stout(3)			50,000				40,814				—				90,814
Salvatore Giardina(4)			18,407				54,177				—				72,584
Bruce T. Bernstein(5)			44,780				48,976				—				93,756
Richard K. Abbe(6)			40,659				40,814				—				81,473
Andrew R. Heyer(7)			—				—				—				—
Ashley C. Keller(8)			3,654				—				—				3,654
Noel J. Spiegel(9)			6,774				—				—				6,774
H. Van Sinclair(10)			6,868				—				—				6,868

We reimburse each member of our boardBoard of directorsDirectors for reasonable travel and other out-of-pocket expenses in connection with attending meetings of the boardBoard of directors.Directors.

Narrative Disclosure to Director Compensation Table

On February 8, 2016, Mr. Ashley C. Keller has been a director since December 31, 2012. In 2013, Mr. Keller received cash payments of $35,000 for resigned from his duties on the board of directors. On February 11, 2013, we granted Mr. Keller 80,000 options, at an exercise price of $3.18, and 20,000 RSUs, both vesting quarterly over one year.

Seth M. Siegel has servedposition as a director since May 2006, and as chairman of the board from March 2010 through May 4, 2013. In 2013, Mr. Siegel received cash payments of $17,500 for his duties on the board of directors. On February 11, 2013, we granted Mr. Siegel 80,000 options, at an exercise price of $3.18, vesting quarterly over one year. In addition, and in accordance with the terms of his separation, certain of his previously granted options and RSUs were accelerated. As a result, an additional 17,084 options and 25,000 RSUs vested.

John Engelman has served as a director and member of the CompensationBoard of Directors and as a member of all committees of the Board of Directors on which he served. Upon the recommendation of the Nominating and Corporate Governance Committee, since December 2010. In 2013,the Board of Directors appointed Mr. Engelman received cash paymentsBruce T. Bernstein as a member of $35,000 forthe Board of Directors, effective immediately, to fill the vacancy created by the resignation of Mr. Keller from the Board of Directors and to hold office until his dutiessuccessor is duly elected and qualified.

On March 11, 2016, Mr. Noel J. Spiegel resigned from his position as a member of the Board of Directors and as a member of all committees of the Board of Directors on which he served. On March 12, 2016, Mr. H. Van Sinclair resigned from his position as a member of the boardBoard of directors. On February 11, 2013, we granted Mr. Engelman 80,000 options, at an exercise priceDirectors and as a member of $3.18, vesting quarterly over one year.all committees of the Board of Directors on which he served.

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Donald E. Stout has beenOn March 9, 2016, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Richard K. Abbe as a director since Julymember of the Board of Directors, effective immediately. On May 19, 20122016, upon the recommendation of the Nominating and wasCorporate Governance Committee, the Board of Directors appointed Salvatore Giardina as a directormember of Innovate/Protect prior to the merger. In 2013,Board of Directors, effective immediately.

On December 23, 2016, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors appointed Mr. Stout received cash paymentsAndrew R. Heyer as a member of $35,000 for his duties on the boardBoard of directors. Directors, effective immediately.

On February 11, 2013,April 4, 2016, we granted options to purchase shares of our common stock to each of our non-employee directors and we agreed to pay each of our non-employee directors an annual cash retainer of $50,000 payable quarterly in arrears for services in 2016. Messrs. Engelman, Stout, and Abbe were each granted options to purchase 50,000 shares of our common stock and Mr. Stout 80,000Bernstein was granted options to purchase 60,000 shares of our common stock at an exercise price of $3.18,$1.55 per share, which vested evenly over four quarters, with the first vesting quarterly over one year.

H. Van Sinclair has been a director since July 19, 2012date on April 4, 2016 and was a director of Innovate/Protect prior to the merger. In 2013, Mr. Sinclair received cash payments of $35,000 for his duties on the board of directors. On February 11, 2013, we granted Mr. Sinclair 80,000 options, at an exercise price of $3.18, vesting quarterly over one year.

Noel J. Spiegel has served as a director since member of the Audit Committee since May 6, 2013. In 2013, Mr. Spiegel received cash payments of $26,250 for his duties on the board of directors. On May 6, 2013, we granted Mr. Spiegel 60,000 options, at an exercise price of $2.95, and 20,000 RSUs, both with one thirdthen vesting at the end of each fiscal quarter.

On February 20, 2014, weFollowing his appointment to the Board of Directors on May 19, 2016, Mr. Giardina was granted 120,000 options to purchase 60,000 shares of our common stock at thean exercise price of $4.10,$1.72 on that vest quarterlysame date, which vested evenly over one year tofour quarters, with the first vesting date on June 30, 2016 and then vesting at the end of each of the directors as well as a retainer of $35,000 payable quarterly in arrears.fiscal quarter.

EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information

The following table provides certain aggregate information, as of December 31, 2013,2016, with respect to all of our equity compensation plans then in effect:

Plan Category		(a)    No. of securities to be issued upon exercise of outstanding options, warrants and rights				(b)    Weighted-average exercise price of outstanding options, warrants and rights ($)				(c)    No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))				(a) No. of securities to be issued upon exercise of outstanding options, warrants and rights				(b) Weighted-average exercise price of outstanding options, warrants and rights ($)				(c) No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Total equity compensation plans approved by security holders(1),(2)			12,577,383				$3.24				4,509,796				3,674,983			$	7.60				3,115,843
Equity compensation plans not approved by security holders(3)			41,178				$0.99				—				4,118			$	9.94				—