Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 19, 2019, Andrew H. Del Matto resigned from his role as Executive Vice President and Chief Financial Officer of the Company,
effective April 26, 2019, to pursue another opportunity in California. The Company will conduct a search for a new Chief Financial Officer, considering both internal and external candidates.
On April 23, 2019, the Board of Directors of the Company appointed Jessica Soisson as Interim Chief Financial Officer of the Company,
effective as of April 24, 2019; and in such capacity, Ms. Soisson will succeed Mr. Del Matto as the “principal financial officer” of the Company for purposes of filings with the U.S. Securities and Exchange Commission (the “SEC”). There are no
arrangements or understandings between Ms. Soisson and any other person with respect to the appointment described above. Ms. Soisson is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Soisson, age 45, has served as the Company’s Vice President, Corporate Controller and “principal accounting officer” for purposes
of filings with the SEC since April 2016 and has served as Chief Accounting Officer since February 2017. Previously, Ms. Soisson served as the Company’s Group Director of Worldwide Revenue Operations from July 2010 to April 2016. From May 2005 to
July 2010, Ms. Soisson served as the Company’s Corporate Controller, Corporate Accounting.
In connection with her appointment as Interim Chief Financial Officer of the Company, Ms. Soisson will enter into both an Executive
Agreement and an Indemnification Agreement with the Company in the forms previously approved for executive officers of the Company. A summary of the form of Executive Agreement is set forth in the Company’s Current Report on Form 8-K filed with
the SEC on January 20, 2017 under the caption “Senior Executive Agreements,” which summary is incorporated herein by reference. The form of Executive Agreement was included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the
SEC on January 20, 2017. The form of Indemnification Agreement, which generally provides, among other matters, for the Company to indemnify the executive officer to the fullest extent permitted by law and advance to the executive officer all
related expenses (subject to reimbursement if it is subsequently determined that indemnification is not permitted), was included as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011.
In addition, the Compensation Committee of the Board of Directors approved (i) an increase in Ms. Soisson’s annual base salary from
$350,000 to $530,000, and (ii) an increase in Ms. Soisson’s target annual variable cash compensation opportunity from 50% to 90% of her annual base salary, effective April 24, 2019 and until such time as she is no longer serving as Interim Chief
Financial Officer. Ms. Soisson will also receive a restricted stock unit award with an aggregate value of $1,500,000, which will vest annually over a three-year period.
In connection with his departure from the Company and in order to provide an orderly transition, the Company entered into a letter
agreement with Mr. Del Matto. Pursuant to the letter agreement, subject to Mr. Del Matto’s agreement to provide consulting and transitional support for a one-month period following the date of termination of his employment and to sign a
separation and release agreement in substantially the form attached to his existing Executive Agreement with the Company, 10,038 time-based restricted stock units previously granted to Mr. Del Matto will immediately accelerate and become
nonforfeitable upon his separation and release agreement becoming irrevocable.