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):  May 20, 2020

 

Marin Software Incorporated

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-35838

20-4647180

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

123 Mission Street, 27th Floor

San Francisco, California 94105

 

94105

(Address of Principal Executive Offices)

 

(Zip Code)

(415) 399-2580

Registrant’s Telephone Number, Including Area Code

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 (see General Instructions A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

MRIN

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

 

(e)

 

To help Marin Software Incorporated (the “Company”) address and respond to the recent and anticipated effects of the COVID-19 pandemic on its business, on May 20, 2020, the Board of Directors of the Company (the “Board”) approved, effective as of June 1, 2020, 20% reductions to the annual base salaries of each of Christopher Lien, the Company’s Chief Executive Officer (“CEO”) and principal executive officer, Robert Bertz, the Company’s Chief Financial Officer (“CFO”) and principal financial officer, and Wister Walcott, the Company’s Executive Vice President, Product and Technology (“EVP” and together with the CEO and CFO, the “NEOs”), each of whom is a named executive officer disclosed in the Summary Compensation Table included in the Company’s definitive proxy statement for its 2020 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 16, 2020.

 

In connection with such reductions in the annual base salaries of the NEOs (the “COVID-19 2020 Base Salary Reductions”), the Board approved the Company entering into waivers (the “Waivers”) under the Change in Control and Severance Agreements that the Company had previously entered into with each of the NEOs (the “CIC and Severance Agreements”).

 

The Waivers provide that each NEO shall consent to the COVID-19 2020 Base Salary Reduction as a one-time waiver of the NEO’s right to assert “Good Reason” for purposes of the CIC and Severance Agreement and that the NEO shall agree that the COVID-19 2020 Base Salary Reduction shall not constitute “Good Reason” for purposes of the CIC and Severance Agreement.  The Waivers also provide that should the Company reduce the NEO’s salary again after the COVID-19 2020 Base Salary Reduction, then the NEO may assert Good Reason again subject to all of the conditions set forth in the CIC and Severance Agreement.  The NEO’s annual target cash bonus as a percentage of annual base salary will not change, but any cash bonus for 2020 will be calculated based on actual salary paid in 2020 (which will therefore reflect the reduced annual base salary from and after June 1, 2020).

 

The Waivers also provide that the Company and the NEO agree that any cash severance payments that the Company may become obligated to pay to the NEO pursuant to Section 2(a) of the CIC and Severance Agreement in connection with any Qualifying Termination (as defined in the CIC and Severance Agreement), or pursuant to Section 3(a) of the CIC and Severance Agreement in connection with any CIC Qualifying Termination (as defined in the CIC and Severance Agreement), shall be calculated using the NEO’s monthly base salary or annual target bonus, as applicable, at the rate in effect immediately prior to the COVID-19 2020 Base Salary Reduction (“Prior Amounts”) or any increased amounts (provided no less than the Prior Amounts) subsequently agreed to by the Company and NEO, rather than the NEO’s monthly base salary or annual target bonus, as applicable, in effect as a result of the COVID-19 2020 Base Salary Reduction.

The foregoing description is qualified in its entirety by the full text of the form of Waiver filed as Exhibit 99.1 to this Current Report on Form 8-K, as incorporated herein by reference. 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Form of Waiver under Change in Control and Severance Agreement for the NEOs.

 

 

 


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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 thereunto duly authorized.

 

 

 

Marin Software Incorporated

 

 

 

 

Date: May 21, 2020

 

By:

/s/ Robert Bertz

 

 

 

Robert Bertz

 

 

 

Chief Financial Officer

 

3

mrin-ex991_6.htm

Exhibit 99.1

Waiver Under Change in Control and Severance Agreement

This Waiver under Change in Control and Severance Agreement (this “Waiver”) is made as of May 20, 2020 by and between Marin Software Incorporated, a Delaware corporation (the “Company”), and the executive of the Company identified below (the “Executive”).  

 

WHEREAS, the Company and the Executive entered into the Change in Control and Severance Agreement dated as of April 12, 2018 (the “CIC and Severance Agreement”); and  

 

WHEREAS, in light of the recent and anticipated effects of the COVID-19 virus on the Company’s business, the Company and the Executive have agreed to a 20% reduction in the Executive’s annual base salary to become effective as of June 1, 2020 and remain in effect until the parties agree to any subsequent increase (the “COVID-19 2020 Base Salary Reduction”), and, in connection therewith, the Company and the Executive wish to agree to the following waiver under the CIC and Severance Agreement.  

 

NOW, THEREFORE, for good and valuable consideration and intending to be legally bound hereby, the Company and the Executive hereby agree as follows:

 

1.

Agreement re COVID-19 2020 Base Salary Reduction.  The Executive consents to the COVID-19 2020 Base Salary Reduction as a one-time waiver of the Executive’s right to assert “Good Reason” for purposes of the CIC and Severance Agreement and the Executive agrees that the COVID-19 2020 Base Salary Reduction shall not constitute “Good Reason” for purposes of the CIC and Severance Agreement.  Should the Company reduce the Executive’s salary again after the COVID-19 2020 Base Salary Reduction, then the Executive may assert Good Reason again subject to all of the conditions set forth in the CIC and Severance Agreement.  The Executive’s annual target cash bonus as a percentage of annual base salary will not change, but any cash bonus for 2020 will be calculated based on actual salary paid in 2020 (which will therefore reflect the reduced annual base salary from and after June 1, 2020).

2.

Calculation of Severance Payments.  The Company and the Executive agree that any cash severance payments that the Company may become obligated to pay to the Executive pursuant to Section 2(a) of the CIC and Severance Agreement in connection with any Qualifying Termination (as defined in the CIC and Severance Agreement), or pursuant to Section 3(a) of the CIC and Severance Agreement in connection with any CIC Qualifying Termination (as defined in the CIC and Severance Agreement), shall be calculated using the Executive’s monthly base salary or annual target bonus, as applicable, at the rate in effect immediately prior to the COVID-19 2020 Base Salary Reduction (“Prior Amounts”) or any increased amounts (provided no less than the Prior Amounts) subsequently agreed to by the Company and Executive, rather than the Executive’s monthly base salary or annual target bonus, as applicable, in effect as a result of the COVID-19 2020 Base Salary Reduction.

3.

Other than as expressly set forth in this Waiver, the CIC and Severance Agreement shall remain in full force and effect from and after the date hereof in accordance with its terms.

IN WITNESS WHEREOF, each of the Company and the Executive has caused this Waiver to be executed by its duly authorized representative as of the date set forth above.

 

 

MARIN SOFTWARE INCORPORATED

 

By:_______________________________

Name:

Title:

 

 

EXECUTIVE – [name]

 

_______________________________