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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):
March 21, 2018
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))
 
 
 
 
 
 
 
 
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 March 21, 2018, Mark Midle resigned from the Board of Directors (the “Board”) of Limelight Networks, Inc. (the "Company") effective immediately. Mr. Midle is a Vice President of Goldman Sachs & Co. LLC, and has been a member of the Board since June 2015. Between November 2017 and March 6, 2018, investment partnerships affiliated with Goldman Sachs & Co. LLC and Goldman Sachs Group, Inc. sold 30.3 million shares that they had acquired at the Company’s IPO in June 2007. Mr. Midle’s resignation is in connection with the sale of that position. Mr. Midle’s resignation did not involve any disagreement with the Company on any matter relating to the Company's operations, policies or practices. A replacement has not been named at this time.

Also on March 21, 2018, in connection with Mr. Midle’s resignation from the Board and in recognition of efforts and contributions to the Company, the Board approved the immediate accelerated vesting of 39,585 restricted stock units previously granted to Mr. Midle, which were scheduled to vest in June 2018.

Item 9.01.
Financial Statements and Exhibits
(d) Exhibits.

Exhibit
Number
 
Description
99.1
 




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: March 21, 2018
 
 
 
By:
 
/s/ Michael DiSanto
 
 
 
 
 
 
 
Michael DiSanto
SVP, Chief Administrative and Legal Officer & Secretary
 






EXHIBIT INDEX
 
Exhibit
Number
 
Description
99.1
 


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit




Limelight Announces Change to Board of Directors

TEMPE, Ariz., March 21, 2018 – Limelight Networks, Inc. (Nasdaq: LLNW), a global leader in digital content delivery, today announced that Mark Midle has resigned from its Board of Directors effective immediately.

Mr. Midle is a Vice President of Goldman Sachs & Co. LLC and has been a member of the Board since June 2015. Between November 2017 and March 6, 2018, investment partnerships affiliated with Goldman Sachs & Co. LLC and Goldman Sachs Group, Inc. sold 30.3 million shares that they had acquired at Limelight’s IPO in June 2007. Mr. Midle’s resignation is in connection with the sale of this position.

“On behalf of our Board and the entire management team, I want to thank Mark for his service,” said Robert Lento, Chief Executive Officer of Limelight Networks. “His expertise and insights were extremely beneficial to Limelight and our shareholders. We appreciate his contributions over the last three years and wish him all the best.”

A replacement for Mr. Midle has not been named at this time.

Limelight will hold its annual shareholder meeting on June 7, 2018.

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 Limelight Orchestrate Platform includes a global infrastructure with a fully-integrated suite of capabilities and services to help you address all your content delivery needs. The Orchestrate Platform solves your most important content delivery challenges so you can deliver the next great digital experience anywhere. For more information, please visit www.limelight.com and follow us on Twitter, Facebook and LinkedIn.

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