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RST > SEC Filings for RST > Form 8-K on 14-Nov-2012All Recent SEC Filings

Show all filings for ROSETTA STONE INC



Change in Directors or Principal Officers, Financial Statements and Exhibits

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

(d) On November 13, 2012, the Board of Directors of Rosetta Stone Inc. (the "Company") unanimously voted to increase the size of its board to eleven members and, upon recommendation of the Corporate Governance and Nominating Committee, elected James P. Bankoff as a director. Mr. Bankoff was assigned to Class II of Rosetta Stone's classified board. The next election of Class II directors will be at the 2014 annual meeting of Rosetta Stone's stockholders.

As a director, Mr. Bankoff will participate in the standard non-employee director compensation arrangements described on pages 16 through 17 of the Company's 2012 Proxy Statement, filed with the Securities and Exchange Commission on April 13, 2012, except that the annual grant of equity for non-employee directors was increased in May 2012 to an annual grant of equity with a fair market value as of the date of grant of $100,000 comprised of the equivalent to $50,000 in restricted stock units and $50,000 in stock options, subject to the terms of the 2009 Omnibus Incentive Plan, as amended, and the applicable form of award agreement. Mr. Bankoff's award will be pro-rated for services to be rendered through the Company's 2013 Annual Meeting of Stockholders.

A copy of the press release in which his election was announced is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated November 14, 2012.

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