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RST > SEC Filings for RST > Form 8-K on 9-Apr-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Other Events, Financial Statements a

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

On April 7, 2013, Theodore J. Leonsis resigned as a director of Rosetta Stone Inc. (the "Company") effective at the 2013 annual meeting of stockholders (the "Annual Meeting") due to other demands on his schedule.

Item 8.01. Other Events.

On April 9, 2013, the Company announced the resignation of Mr. Leonsis, and that the board of directors determined, in consultation with Tom P.H. Adams and John E. Lindahl, that Messrs. Adams and Lindahl would not be nominated for re-election at the Annual Meeting due to other demands on their schedules. Accordingly, the Company expects that upon completion of the Annual Meeting the size of the board of directors will be reduced to eight directors. The Company's board of directors believes that the board composition and size after the Annual Meeting will be sufficient to provide all required oversight, governance, and related board duties.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Number          Description of Exhibit

 99.1     Press Release, dated April 9, 2013.

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