UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2016
____________________
Support.com, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-30901 | 94-3282005 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
900 Chesapeake Drive, 2nd Floor Redwood City, CA | 94063 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | |
| Registrant's Telephone Number, Including Area Code: (650) 556-9440 |
| N/A |
| (Former Name or Former Address, if Changed Since Last Report): Not Applicable |
| | | | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
| ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 13, 2016, each of Jim Stephens and Toni Portmann advised the Board of Directors of Support.com, Inc. (the “Company”) that each of them has chosen not to stand for reelection as a director of the Company at the Company’s 2016 Annual Meeting of Stockholders to be held on June 24, 2016 (the “2016 Annual Meeting”). Mr. Stephens and Ms. Portmann have served as directors since October 2006 and February 2011, respectively.
Item 8.01 Other Events
A copy of the press release issued by the Company on June 13, 2016 announcing, among other things, that each of Mr. Stephens and Ms. Portmann has chosen not to stand for reelection as a director at the 2016 Annual Meeting is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibit |
| | |
| 99.1 | Support.com, Inc. Press Release issued on June 13, 2016 |
Important Additional Information And Where To Find It
Support.com, its directors and certain of its executive officers and employees are deemed to be participants in the solicitation of proxies from Support.com’s stockholders in connection with the matters to be considered at Support.com’s 2016 Annual Meeting of Stockholders. On May 12, 2016, Support.com filed a revised definitive proxy statement and accompanying definitiveWHITE proxy card with the SEC in connection with the solicitation of proxies from Support.com stockholders in connection with the matters to be considered at Support.com’s 2016 Annual Meeting of Stockholders. Information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in such revised definitive proxy statement, including the schedules and appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY SUPPORT.COM WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the revised definitive proxy statement, any amendments or supplements to the proxy statement, the accompanyingWHITE proxy card, and other documents filed by Support.com with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of Support.com’s corporate website at www.Support.com or by contacting Support.com’s proxy solicitation firm, Mackenzie Partners, Inc., by mail at 105 Madison Avenue, New York, New York 10016, by phone at (212) 929-5500 (Call Collect) or Toll-Free (800) 322-2885, or by email at proxy@mackenziepartners.com.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SUPPORT.COM, INC. |
| | (Registrant) |
| | |
| Date: June 14, 2016 | /s/ Elizabeth Cholawsky |
| | Elizabeth Cholawsky |
| | President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
| | |
| 99.1 | Support.com, Inc. Press Release issued on June 13, 2016 |
