Washington, D.C. 20549
j2 Global, Inc.
6922 Hollywood Blvd.
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Emerging growth company ☐
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Item 1.01. Entry into a Material Definitive Agreement.
On February 2, 2018, the Board of Directors (the "Board") of j2 Global, Inc. (the "Company"), based on the recommendation of the Compensation Committee of the Board, approved an amendment (the "Amendment") to the Company's Amended and Restated 2001 Employee Stock Purchase Plan, to be effective May 1, 2018, such that (i) the purchase price for each offering period shall be 85% of the lesser of the fair market value of a share of common stock of the Company (a "Share") on the beginning or the end of the offering period, rather than 95% of the fair market value of a Share at the end of the offering period, and (ii) each offering period will be six months, rather than three months.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2018, the Board appointed Sarah Fay as a director, effective immediately. Ms. Fay is currently Managing Director at Boston-based Glasswing Ventures and previously served as Chief Executive Officer of Aegis Media North America, and President of Carat US and Isobar US.
Ms. Fay was also appointed to serve on the Compensation Committee and the Corporate Governance and Nominating Committee of the Board.
Ms. Fay will be compensated in accordance with the Company's compensation policies for Board members as described in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 23, 2017, under the section titled "Director Compensation," which is incorporated herein by reference.
There are no transactions or relationships between the Company and Ms. Fay that are reportable under Item 404(a) of Regulation S-K.
Ms. Fay is expected to stand for election to the Board at the Company's 2018 Annual Meeting of Stockholders to be held on May 3, 2018.
Additionally, on February 2, 2018, the Board approved an amendment to the performance-based restricted share award granted on January 1, 2018 to the Company's CEO, Vivek Shah (the "Performance Award"), such that the Performance Award now allows up to eight and one-half years (rather than up to eight years) from the date of grant for the applicable stock price performance thresholds to be met.
(d) Exhibits
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Exhibit
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Description
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10.1
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Amendment to Amended and Restated 2001 Employee Stock Purchase Plan.
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INDEX TO EXHIBITS
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Exhibit
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Description
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