rnwk-20220711

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) July 11, 2022

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

Washington

001-37745

91-1628146

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

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:

□ 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

RNWK

The NASDAQ Stock Market

Preferred Share Purchase Rights

RNWK

The NASDAQ Stock 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.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2022, RealNetworks, Inc. (the "Company") announced the appointment of Brian McClain as interim Chief Financial Officer, effective August 1, 2022. Mr. McClain will succeed Christine Chambers, the Company's current Senior Vice President, Chief Financial Officer and Treasurer, who notified the Company of her planned departure to pursue a new opportunity, effective July 31, 2022. Under the terms of his appointment, Mr. McClain will serve as interim Chief Financial Officer for an initial term ending November 5, 2022.

Mr. McClain commenced his engagement with the Company on July 6, 2022, as a strategic advisor. Prior to joining the Company, Mr. McClain served as President and CFO of Pelco, Inc., a leading computer security company, from 2019 to 2021. From 2018 to 2019, Mr. McClain served as CFO of LOUD Audio, a professional audio and music products company. From 2015 to 2018, Mr. McClain served as President and CFO of Centrix, Inc., an aerospace products design and manufacturing company. Prior to Centrix, Inc., Mr. McClain worked in a number of manufacturing-related industries, including paper and packaging. Mr. McClain, age 59, holds a B.A. in Business Administration with a Concentration in Accounting from Washington State University.

In connection with his appointment as interim Chief Financial Officer, on July 11, 2022, the Company’s Compensation Committee of its Board of Directors approved of Mr. McClain’s base salary to be $350,000 on an annualized basis, during such time Mr. McClain serves as interim Chief Financial Officer. At the conclusion of his initial term ending on November 5, 2022, Mr. McClain will be eligible for a discretionary cash bonus in an amount not to exceed $18,500. Also, the Company has agreed to pay the cost of Mr. McClain's health insurance coverage.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve risks and uncertainties. Differences may result from actions taken by the Company’s Board of Directors, as well as from risks and uncertainties beyond the Company’s control. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in the Company’s other filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not intend, nor undertake any duty, to update this information to reflect future events or circumstances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.





Exhibit No.			Description

99.1			Press Release of RealNetworks , Inc. dated July 14, 2022

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.



REALNETWORKS, INC.

By:						/s/ Michael Parham
						Michael Parham
						Senior Vice President, General Counsel and Corporate Secretary

Dated: July 14, 2022

Document

Exhibit 99.1

RealNetworks Appoints Brian McClain as Interim CFO, Succeeding Christine Chambers

RealNetworks, Inc. (Nasdaq: RNWK), today announced an orderly CFO transition plan.

Christine Chambers, Real’s current CFO, will be leaving Real on July 31, 2022 to pursue another opportunity. To fill her role, the Company announced the hiring of Brian McClain. Mr. McClain joined the Company as a full-time strategic advisor on July 6th and will succeed Ms. Chambers as Interim CFO and Treasurer on August 1, 2022.

“On behalf of everyone at Real, I want to thank Christine for her many contributions to the Company and for the thorough and professional way she is handling this upcoming transition,” said Rob Glaser, Real’s CEO. “I wish Christine the best in her future endeavors.”

Mr. Glaser continued, “We are excited to have Brian McClain join our senior team as Interim CFO and Treasurer. Brian is a very experienced and accomplished leader and CFO with 25 years of financial and business leadership roles in technology and manufacturing companies, including several stints and businesses that are highly aligned with Real’s growth initiatives. Brian has already started working with Christine and the senior team at Real and I expect a very smooth transition.”

Mr. McClain most recently served as President and CFO of Pelco, Inc., a leading computer security company, where he managed customer care, supply chain and purchasing, engineering development, finance, human resources, IT, and sales. Prior to that, as CFO of LOUD Audio, Brian directed all financial, accounting, and IT functions for a $75 million professional audio and music products company. Prior to LOUD Audio, Mr. McClain worked in a number of manufacturing related industries including paper and packaging, as well as Aerospace where he held progressive levels of responsibility at the senior level.

Commenting on his new position, Mr. McClain said, “I am excited to join the Real team. I look forward to being a part of the Company’s transformation from pure software to software and hardware and the continued investment in AI.”

About RealNetworks

Building on a rich history of digital media expertise and innovation, RealNetworks has created a new generation of products that employ best-in-class artificial intelligence and machine learning to enhance and secure our daily lives. Real's portfolio includes SAFR, the world's premier computer vision platform for live video, KONTXT, an industry leading NLP (Natural Language Processing) platform for text and multi-media analysis, and leveraging its digital media expertise, a mobile games business focused on the large free-to-play segment. For information about all of our products, visit www.realnetworks.com.

RealNetworks is a registered trademark of RealNetworks, Inc. All other trademarks, names of actual companies and products mentioned herein are the property of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to our current expectations regarding our future growth, profitability, and market position, our financial condition and liquidity, our strategic focus and initiatives, product plans, agreements with partners, Scener's current and future activities, and certain remaining contingencies relating to the sale of Napster. All statements contained in this press release that do not relate to matters of historical fact should be considered forward- looking statements. These statements reflect our expectations as of today, and actual results may differ materially from the results

predicted. Factors that could cause actual results for RealNetworks, on a consolidated basis, to differ from the results predicted include: our ability to realize operating efficiencies, growth and other benefits from the implementation of our growth initiatives and restructuring efforts; cash usage and conservation, and the pursuit of additional funding sources; successful monetization of our products and services; competitive risks, including the emergence or growth of competing technologies, products and services; issues with the use of AI; potential outcomes and effects of claims and legal proceedings; risks associated with key customer or strategic relationships and business acquisitions and dispositions; challenges caused by the COVID19 pandemic; disruptions in the global financial markets, including changes in consumer spending and impacts to credit availability, and fluctuations in foreign currencies; volatility of our stock price; material asset impairment; continued declines in subscription revenue; difficulty recruiting and retaining key personnel; regulatory, tax, accounting, and cross-border risks; and risks related to our governance structure. More information about potential risk factors that could affect our business and financial results is included in RealNetworks' latest annual report on Form 10-K for year ended December 31, 2021, its quarterly reports on Form 10-Q and in other reports and documents filed by RealNetworks from time to time with the Securities and Exchange Commission. The preparation of our financial statements and forward- looking financial guidance requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, and revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

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Contacts:

Brian M. Prenoveau, CFA

MZ North America

561-489-5315

ir@realnetworks.com