SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2011
(Exact name of registrant as specified in its charter)
601 108th Avenue Northeast
Bellevue, WA 98004
(Address of Principal Executive Offices, including Zip Code)
(Registrants Telephone Number, including Area Code)
(Former Name or Former Address, if Changed Since Last Report.)
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:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2011, the board of directors (the Board) of Motricity, Inc. (the Company) appointed James L. Nelson as a member of the Board to fill an existing vacancy on the Board. The Board has not yet determined Mr. Nelsons committee assignments. Mr. Nelsons compensation for serving on the Board will be consistent with the Companys Non-Employee Director Compensation Policy, which is described in Amendment No. 1 to the Companys Annual Report for the fiscal year ended December 31, 2010, filed on May 2, 2011. In addition, the Company expects to enter into an indemnification agreement with Mr. Nelson in substantially the form filed as Exhibit 10.19 to the Companys Registration Statement on Form S-1, File No. 333-164471, filed January 22, 2010.
On June 30, 2011, Suzanne H. King, a member of the Board, resigned from her position as a director and as a member of the Companys audit committee and governance and nominating committee, effective immediately. Her decision to resign was not as a result of any disagreement with the Company or its management.
In connection with Ms. Kings resignation, on June 30, 2011 the Board appointed Brett Icahn as a member of the Companys audit committee to fill the vacancy left by Ms. King. Following Ms. Kings resignation, the governance and nominating committee, which previously consisted of four members, will now consist of three members.
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.