UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 16, 2018
 
iPass Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
000-50327
 
93-1214598
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3800 Bridge Parkway, Redwood Shores, California
 
94065
(Address of principal executive offices)
 
(Zip Code)
(650) 232-4100
(Registrant’s telephone number, including area code)
 
 
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 (see General Instruction A.2. below):
¨
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))
 
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 April 16, 2018, Michael M. Chang and Damien J. Park informed iPass that they decline to stand for reelection at the 2018 Annual Meeting of Stockholders of iPass Inc., scheduled to occur on June 13, 2018. Their decisions were not prompted by any disagreement with policy or practice at iPass, but rather was in part to assist iPass in its cost cutting efforts.

On April 18, 2018, the Board of Directors of iPass appointed David Panos as a member of the Compensation Committee, and Michael Tedesco as a member of the Corporate Governance and Nominating Committee, effective at the commencement of the 2018 Annual Meeting of Stockholders.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

iPass Inc.
By: /s/ Darin Vickery                
Darin Vickery
Chief Financial Officer

Dated: April 18, 2018