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): March 6, 2017
RIGHTSIDE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
Delaware | | 001-36262 | | 32-0415537 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
5808 Lake Washington Blvd. NE, Suite 300 Kirkland, Washington | |
98033
|
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (425) 298-2500
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Annual Equity Award Grants
On March 6, 2017, the Compensation Committee (the “Committee”) approved annual equity awards to the named executive officers under the Company’s Incentive Award Plan. The annual equity awards comprise (i) performance-based restricted stock units (“RSUs”) and (ii) stock options.
| | |
Name and Principal Position | Restricted Stock Units (#) | Stock Options |
Taryn J. Naidu
Chief Executive Officer | 75,176 | 187,942 |
Tracy Knox
Chief Financial Officer | 35,377 | 88,443 |
Wayne MacLaurin Chief Technology Officer | 16,214 | 40,536 |
Rick Danis General Counsel | 16,214 | 40,536 |
Each RSU grant is subject to performance-based vesting. Contingent upon achievement of a threshold level of performance on the Company’s goals relating to cash registry revenue, measured during fiscal year 2017, the RSU award to each named executive officer will vest, in whole or in part, depending on the threshold level of performance achieved. For each of the grants, if the Company does not achieve the threshold level of performance on a goal, the RSU award will not vest. Upon the achievement of the cash registry revenue goals, 25% of the awarded RSUs will vest on March 6, 2018 and the remaining RSUs will vest in substantially equal installments on each three month anniversary thereafter for the following three (3) years. The stock options vest quarterly over four years from the vesting commencement date of February 15, 2017. The stock options have an exercise price of $8.48 per share, equal to the closing price of the Company’s common stock on the date of grant.
SIGNATURES
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.
Date: March 10, 2017 | RIGHTSIDE GROUP, LTD. |
| |
| |
| By: | /s/ Taryn J. Naidu |
| | Taryn J. Naidu |
| | Chief Executive Officer |
