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Section 1: 8-K (8-K)

Document

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
February 8, 2017
LIMELIGHT NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
 
 

 
 
 
 
 
 
Delaware
 
001-33508
 
20-1677033
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
222 South Mill Avenue, 8th Floor
Tempe, AZ 85281
(Address, including zip code, of principal executive offices)
(602) 850-5000
(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))
 
 
 
 







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

(b)    On February 8, 2017, the Company announced during its quarterly earnings call that Joseph Gleberman expressed his intent to resign from the Board of Directors (the “Board”) of Limelight Networks, Inc. (the "Company") prior to the 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Gleberman’s decision to not stand for re-election as a director of the Company is not the result of any disagreements with the Company relating to its operations, policies, or practices.

(d)    The Company also announced during its quarterly earnings call the appointments of Doug Bewsher and Scott Genereux to the Company’s Board to fill the vacancy created by the departure of Gray Hall from the Board on October 14, 2016, as well as the impending vacancy by Mr. Gleberman’s expected resignation. Each will serve until his successor is duly elected and qualified. Mr. Genereux will serve as a Class I director of the Company and will be presented to the shareholders for election to the Board at the upcoming Annual Meeting. Mr. Bewsher will serve as a Class II director of the Company and will be presented to the shareholders for election to the Board at the 2018 Annual Meeting of Stockholders. To facilitate the appointment of Messrs. Genereux and Bewsher, from the effective date of their appointments until the effective date of Mr. Gleberman’s resignation, the eight members of the Board shall consist of two Class I directors, three Class II directors, and three Class III directors. Following these appointments and Mr. Gleberman’s resignation, the Board will consist of two Class I directors, two Class II directors, and three Class III directors.

As a result of the above-referenced appointments to the Board, Messrs. Bewsher and Genereux will receive an initial award under the Company’s Amended and Restated 2007 Equity Incentive Plan restricted stock units at a fixed value of $175,000. These RSUs will vest over a three-year term. The Company also plans to enter into an indemnification agreement with each of Messrs. Bewsher and Genereux in the same form as the indemnification agreements the Company has entered into with other members of the Board. Messrs. Bewsher and Genereux also will be eligible to receive cash compensation under the terms of the Company’s non-employee independent director compensation program.

On February 9, 2017, the Company issued a press release regarding the appointments of Messrs. Bewsher and Genereaux and Mr. Gleberman’s intention to resign. The press release is filed with this report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
     (d) Exhibits
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press release of Limelight Networks, Inc., dated February 9, 2017 (furnished herewith).






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
LIMELIGHT NETWORKS, INC.
 
 
 
 
Dated: February 9, 2017
 
 
 
By:
 
/s/ Michael DiSanto
 
 
 
 
 
 
Michael DiSanto
SVP, Chief Administrative and Legal Officer & Secretary





EXHIBIT INDEX
 
 
 
 
Exhibit
Number
 
Description
99.1
 
Press release of Limelight Networks, Inc., dated February 9, 2017 (furnished herewith).


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Limelight Announces Changes to Board of Directors

New Directors Bring 50 Years of Combined Industry Experience

TEMPE, Ariz., February 9, 2017 – Limelight Networks, Inc. (Nasdaq: LLNW), a global leader in digital content delivery, today announced that Doug Bewsher and Scott Genereux will join its Board of Directors.

“Doug and Scott have more than 50 years of industry experience between them, and they’ll be great additions to our board,” said Walter Amaral, Chairman of Limelight’s Board of Directors. “Their expertise and insights will be extremely beneficial to Limelight and our shareholders. We look forward to working with them to help create sustained profitable growth and long-term shareholder value.”

Mr. Bewsher is currently CEO of Leadspace, a leading venture backed company in the predictive analytics and data management space. Before Leadspace, he was CMO at both Salesforce.com and Skype, and prior to that was at McKinsey where he co-led the North American CRM practice. Mr. Bewsher has an M.B.A. from INSEAD Paris, and an M.A. in Physics from Oxford University.

Mr. Genereux is EVP of Veritas where he is responsible for worldwide field operations. Most recently, he headed up cloud infrastructure-as-a-service sales for Oracle. Prior to Oracle, Mr. Genereux served as CEO of cloud storage pioneer Nirvanix and also held global sales and marketing leadership roles at QLogic and DataDirect Networks. Mr. Genereux has a B.S. in Management Information Systems from California State University at Northbridge.

In addition, Joe Gleberman has announced his intent to resign from Limelight’s board before the next annual shareholders meeting. Mr. Gleberman has served on the board for over 10 years, joining the Limelight board in 2006 as the Goldman Sachs representative. Mr. Gleberman’s decision to resign as a director of the Company is driven by personal reasons and is not the result of any disagreement with the Company relating to its operations, policies or practices.

“On behalf of management and the board I want to thank Joe for his years of service,” said Mr. Amaral, “We appreciate Joe’s contributions and wise counsel over his decade long tenure, and we know that he will remain a friend of Limelight.”


About Limelight
Limelight Networks, a global leader in digital content delivery, empowers customers to better engage online audiences by enabling them to securely manage and globally deliver digital content, on any device. The company’s award winning Limelight Orchestrate™ platform includes an integrated suite of content delivery technology and services that helps organizations secure digital content, deliver exceptional multi-screen experiences, improve brand awareness, drive revenue, and enhance customer relationships — all while reducing costs. For more information, please visit www.limelight.com, read our blog, follow us on TwitterFacebook and LinkedIn and be sure to visit Limelight Connect.


Contacts
Fama PR on behalf of Limelight Networks
Ted Weismann, 617-986-5009
limelight@famapr.com

or
Investor Inquiries
ir@llnw.com


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