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TRMR > SEC Filings for TRMR > Form 8-K/A on 3-Jul-2014All Recent SEC Filings

Show all filings for TREMOR VIDEO INC.

Form 8-K/A for TREMOR VIDEO INC.


3-Jul-2014

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 June 20, 2014, Tremor Video, Inc., or the Company, appointed Paul Caine to its Board of Directors, or the Board, effective immediately, as a Class I director. Upon his appointment, Mr. Caine joined the Audit Committee of the Board replacing Warren Lee who resigned from the Audit Committee upon Mr. Caine's appointment.

Mr. Caine, age 50, has served as the Global Chief Revenue Officer for Bloomberg Media since June 2, 2014. From April 2013 to January 2014 he served as Chief Executive Officer and a member of the board of directors of WestwoodOne, Inc., the largest independent national audio media company in the U.S. From 1989 to 2013, Mr. Caine served in various capacities at Time Inc., including Executive Vice President, Chief Revenue Officer and Group President from January 2011 until April 2013, Executive Vice President, President and Group Publisher, Style & Entertainment Group from January 2010 to January 2011, and President, Style & Entertainment Group from January 2008 to January 2010. From 2007 to 2011, Mr. Caine served on the board of directors of Nexcen Brands, Inc., a strategic brand management company with a focus on retail franchising, where he served as a member of the audit and governance committees. Mr. Caine received a B.A. in Telecommunications with a minor in Business from Indiana University.

In connection with the appointment of Mr. Caine as an independent director, Mr. Caine was granted restricted stock units representing 65,358 shares of the Company's common stock under the terms and conditions of the Company's 2013 Equity Incentive Plan. 21,786 of these restricted stock units will vest in full on the date of the Company's 2015 annual meeting of stockholders provided Mr. Caine continues to serve on the Board as of such date, and 43,572 of these restricted stock units will vest in full on the first anniversary of the date of grant provided Mr. Caine continues to serve on the Board as of such date. These restricted stock units were granted pursuant to the Company's non-employee director compensation policy, which was previously filed with the SEC as Exhibit 10.17 to the Company's Registration Statement on Form S-1 filed on June 14, 2013.

Mr. Caine will also be entitled to all other applicable cash compensation described in the Company's non-employee director compensation policy. The Company also intends to enter into its standard form of indemnification agreement with Mr. Caine, the form of which was previously filed with the SEC as Exhibit 10.18 to Company's Registration Statement on Form S-1 filed on June 14, 2013.


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