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 November 22, 2019, Jeff Berg and Steve Mitgang each tendered their resignations from our board of directors, and from the committees on which they serve, effective on November 25, 2019. There were no disagreements between us and either Mr. Berg or Mr. Mitgang on any matter relating to our operations, policies or practices. We and our board greatly appreciate their outstanding service and thank them for their contributions to the company.

On November 25, 2019, our board elected Michael Gottlieb to our board, effective November 26, 2019, to fill one of the vacancies created by the resignations described above.

Mr. Gottlieb was recommended by one of our stockholders to our nominating and corporate governance/compensation committee for consideration as a candidate for our board, and he was elected by our board 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 Mr. Gottlieb qualifies as an independent director under applicable SEC and NYSE American rules. There was no arrangement or understanding between Mr. Gottlieb and any other person pursuant to which Mr. Gottlieb was selected as a director. We are not aware of any transaction in which Mr. Gottlieb has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Gottlieb 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 and a stock option grant upon commencement of service as a director and upon re-election to our board. Consistent with the foregoing, on November 26, 2019, Mr. Gottlieb 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 his continued service on our board, in 12 equal monthly installments beginning in the month immediately following the date of grant. In connection with his election to the board, we will enter into an indemnification agreement with Mr. Gottlieb in the same form we have entered into with our other directors.

Also, our board appointed Richard Simtob and Susan Miller, current members of our board, to our nominating and corporate governance/compensation committee effective November 26, 2019. Mr. Simtob is replacing Mr. Mitgang as chairman of this committee and Ms. Miller is replacing Mr. Berg on this committee.

In connection with the changes in our board composition described above, effective November 26, 2019, the number of directors constituting our whole board was decreased from five to four.