Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 24, 2017, David Mendels resigned upon mutual agreement with the Company’s Board of Directors (the “Board”) from
all positions that he held with the Company as an officer, director or otherwise or with any affiliate of the Company, including as Chief Executive Officer of the Company and as a member of the Board. Mr. Mendels’ resignation is not the
result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with
Mr. Mendels’ resignation, the Company and Mr. Mendels entered into a separation agreement on July 24, 2017 (the “Agreement”) which supersedes Mr. Mendels’ employment agreement dated August 8, 2011 (as
amended). The Agreement provides, among other things, that (a) Mr. Mendels’ employment with the Company shall end on July 31, 2017 (the “Separation Date”), (b) the Company will continue to pay
Mr. Mendels’ base salary at his current rate, as well as one times his target incentive compensation for the 2017 fiscal year, in substantially equal installments for the twelve-month period beginning on the Separation Date and ending on
July 31, 2018, (c) the Company will pay Mr. Mendels a single lump sum cash payment equal to 12 months of monthly employer contributions for health benefits, (d) the vesting of all outstanding stock options and stock-based awards
held by Mr. Mendels as of the Separation Date from the Company will accelerate by (i) 25% immediately upon Separation Date and (ii) 100% if there is a change of control of the Company on or before December 31, 2017, (e) the
option exercise period for all stock options awarded after the Company’s initial public offering will be extended from 90 days to 180 days following the Separation Date, (f) Mr. Mendels will comply with certain confidentiality,
non-disparagement and other obligations and (g) Mr. Mendels agreed to a general release of claims in favor of the Company. A copy of the Agreement is filed herewith as Exhibits 99.2.
The Board elected Andrew Feinberg as acting Chief Executive Officer of the Company, effective on July 24, 2017 as of Mr. Mendels’ resignation.
Mr. Feinberg, age 52, has served as the Company’s President and Chief Operating Officer since November
2016. From July 2015 to October 2016, Mr. Feinberg served as the Company’s President, International Operations. Prior to that, Mr. Feinberg served as the Company’s Chief Legal Officer from 2005 through 2015 and the Company’s
Executive Vice President, Asia Pacific and Japan, from 2008 through 2012 and from 2014 through 2015. Mr. Feinberg also had responsibility for Human Resources and Emerging Markets from 2012 through 2014. Prior to joining the Company,
Mr. Feinberg was at Lycos, a search engine provider, from 1999 to 2005, serving as Vice President and General Counsel from 2001 to 2005. Before joining Lycos, Mr. Feinberg was an attorney with Choate, Hall & Stewart, LLP in
Boston, Massachusetts from 1997 to 1999 and with Shearman & Sterling LLP in New York, New York from 1991 to 1997. Before joining Shearman & Sterling, Mr. Feinberg served as a Law Clerk to United States District Judge T.F.
Gilroy Daly in the District of Connecticut. Mr. Feinberg received his J.D. from Cornell Law School, where he was an Editor of the Cornell Law Review, and his B.A. from Tufts University.
In connection with Mr. Feinberg’s election as acting Chief Executive Officer, the Company entered into an amendment (the “Amendment”) to
the employment agreement between the Company and Mr. Feinberg dated as of August 8, 2011 (as amended), which provides for, among other things: (i) base salary of $400,000; (ii) target annual incentive compensation of 75 percent
of base salary; and (iii) additional severance and change in control benefits contingent upon Mr. Feinberg’s agreeing to a general release of claims in favor of the Company following termination of employment and his employment
continuing until the earliest of (a) the date of the Company’s annual earnings call for the fiscal year ending December 31, 2017, (b) two months following the Company’s announcement of a new chief executive officer other
than Mr. Feinberg during which two month period Mr. Feinberg shall make himself available as requested to assist in a transition of duties or (c) February 28, 2018. A copy of the Amendment is filed herewith as Exhibits 99.3.
There are no family relationships between Mr. Feinberg and any director or executive officer of the Company, and other than as described in this
Item 5.02, Mr. Feinberg has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.