Item 2.02. Results of Operations and Financial Condition.
On February 22, 2024, Brightcove Inc. (the “Company”) issued a press release announcing certain financial and other information for the quarter and year ended December 31, 2023. The full text of the press release and the related attachments are furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 of this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Robert Noreck
On February 21, 2024, Robert Noreck, the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer (collectively, “CFO”), notified the Company of his intent to resign as CFO, effective as of the earlier of May 31, 2024 and the appointment of a successor CFO (such date, the “Transition Date”). The Company and Mr. Noreck entered into a Transition and Resignation Agreement dated February 21, 2024 (the “Transition Agreement”) pursuant to which Mr. Noreck will serve as a consultant to the Company following the Transition Date. The Company has agreed that Mr. Noreck’s employment need not be exclusive to the Company after June 1, 2024. Mr. Noreck’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On the Transition Date, Mr. Noreck will transition into the role of a consultant assisting with the transition of his responsibilities and performing such other duties as the Company determines until September 30, 2024 (the “Resignation Date”), at which time Mr. Noreck’s services to the Company will terminate. Subject to the terms of the Transition Agreement and Mr. Noreck entering into and not revoking a general release of claims in favor of the Company, (i) the Company will continue to pay Mr. Noreck his current base salary through the Resignation Date and (ii) Mr. Noreck will be paid a pro-rated bonus for calendar year 2024 through May 31, 2024 based on the Company’s actual performance level for 2024 as determined by the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board.
The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K to be filed by the Company with the Securities and Exchange Commission for the year ending December 31, 2023.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the foregoing is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
