NTN NTN Buzztime Inc New

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

On August 29, 2019, our board of directors elected Susan Miller to our board, effective August 30, 2019, to fill the vacancy created by the resignation of Paul Yanover from our board on August 29, 2019. There were no disagreements between us and Mr. Yanover relative to his resignation. We and our board greatly appreciate Mr. Yanover’s outstanding service and thank him for his contributions to the company.

Ms. Miller was elected upon the recommendation of our nominating and corporate governance/compensation committee, which considered, among other matters, the qualification guidelines previously adopted by our board, the current composition of our board and our operating requirements. Our board determined that Ms. Miller qualifies as an independent director under applicable SEC and NYSE American rules. Ms. Miller was appointed to serve on the audit committee of our board, replacing Jeff Berg. There was no arrangement or understanding between Ms. Miller and any other person pursuant to which Ms. Miller was selected as a director. We are not aware of any transaction in which Ms. Miller has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Miller will be compensated in accordance with our standard compensation policies and practices for non-employee directors, the components of which were disclosed in our proxy statement for our 2019 annual meeting of stockholders dated April 26, 2019, and which consists of an annual retainer for serving as a director, an annual retainer for serving on our audit committee, and a stock option grant upon commencement of her service as a director and upon her re-election to our board. Consistent with the foregoing, on August 30, 2019, Ms. Miller was granted a stock option to purchase 600 shares of our common stock with an exercise per share equal to the closing price of our common stock on that date and which is fully vested and exercisable on the date of grant as to 50% of the shares and the remaining 50% of the shares vest and become exercisable, subject to her continued service on our board, in 12 equal monthly installments beginning in the month immediately following the date of grant. In connection with her election to the board, we will enter into an indemnification agreement with Ms. Miller in the same form that we have entered into with our other directors.

Also, our board appointed Gregg Thomas, a current member of our board and of our audit committee, as chairman of our board effective August 30, 2019. Mr. Thomas is replacing Mr. Berg as chairman. Mr. Berg will remain on our board.

Lastly, also effective August 30, 2019, Mr. Thomas was appointed to our nominating and corporate governance/compensation committee to replace Mr. Yanover.