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RNWK > SEC Filings for RNWK > Form 8-K on 2-Oct-2013All Recent SEC Filings

Show all filings for REALNETWORKS INC

Form 8-K for REALNETWORKS INC


2-Oct-2013

Change in Directors or Principal Officers


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

On September 27, 2013, the Board of Directors of RealNetworks, Inc. elected Dawn G. Lepore to serve as a member of the board. The Nominating and Corporate Governance Committee expects to make a recommendation regarding committee membership for Ms. Lepore during the company's fourth fiscal quarter of 2013. No arrangement or understanding exists between Ms. Lepore and any other person pursuant to which she was selected as a director.

Ms. Lepore, age 59, served as interim Chief Executive Officer of Prosper Marketplace, Inc., a privately held peer-to-peer lending marketplace, from March 2012 to January 2013. She served as Chief Executive Officer and Chairman of the Board of drugstore.com, inc., a leading online provider of health, beauty, vision, and pharmacy solutions, from October 2004 until its sale to Walgreen Co. in June 2011. Prior to joining drugstore.com, Ms. Lepore spent 21 years at the Charles Schwab Corporation and Charles Schwab & Co, Inc., holding several leadership positions, most notably Vice Chairman of Technology, Active Trader, Operations, Business Strategy, and Administration, and Chief Information Officer. She also served as a member of Schwab's executive committee and as a trustee of SchwabFunds. Ms. Lepore has served on the board of directors of AOL Inc. since October 2012 and on the board of directors of The TJX Companies, Inc. since June 2013. She also currently serves on the board of a privately held company, and previously served on the board of directors of eBay Inc., from December 1999 to January 2013, and The New York Times Company from April 2008 to June 2011. Ms. Lepore holds a B.A. degree from Smith College.

A description of the compensation payable to Ms. Lepore for her services as a director is set forth under the caption "Compensation of Directors" in RealNetworks' definitive proxy statement dated September 21, 2012. On September 27, 2013, Ms. Lepore was awarded (i) an option to purchase 520 shares of common stock, to be issued fully vested and priced on the first day that the company's next trading window opens and (ii) restricted stock units valued at $3,750 on the award date, which awards are based on the anticipated number of completed months of service leading up to the one-year anniversary date of the Company's 2012 annual meeting of shareholders.
On September 27, 2013, the Board also accepted notice from Kalpana Raina that she will not stand for re-election as a director at the company's upcoming annual meeting of shareholders, which is expected to be held on November 12, 2013. Her decision was not due to any disagreement with the company on any matter relating to RealNetworks' operations, policies or practices. Ms. Raina is expected to remain on the board until the 2013 annual meeting. Item 7.01. Regulation FD Disclosure.
RealNetworks' press release dated October 2, 2013 is included as Exhibit 99.1 to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

Exhibit No. Description

99.1 Press Release of RealNetworks, Inc. dated October 2, 2013


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