Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - CONNECTURE INC | d863404dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2015
CONNECTURE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36778 | 58-2488736 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) |
18500 West Corporate Drive, Suite 250
Brookfield, WI 53045
(Address of principal executive offices, including zip code)
(262) 432-8282
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 29, 2015, Connecture, Inc. (the “Company”) issued a press release announcing the appointment of Russell S. Thomas to the Company’s board of directors. Mr. Thomas was appointed effective January 23, 2015. Mr. Thomas will serve as a Class I director, which class will stand for reelection at the Company’s 2015 annual meeting of shareholders, and as a member of the compensation committee. As a member of the board of directors, Mr. Thomas will receive an annual cash fee of $44,000 and restricted stock units (“RSUs”) valued at $66,000 in accordance with the Company’s standard director compensation practices. The number of shares underlying the RSUs will be determined by dividing $66,000 by the closing price of the Company’s common stock on the date of grant, and the units will vest monthly over 12 months beginning one month following the date of grant.
Mr. Thomas was not selected as a director pursuant to any arrangement or understanding between him and any other person. There are no related party transactions (as defined in Item 404(a) of Regulation S-K) between Mr. Thomas and the Company.
The press release announcing the appointment of Mr. Thomas is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated January 29, 2015 | |
SIGNATURES
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.
| CONNECTURE, INC. | ||||
| Date: January 29, 2015 | /s/ James P. Purko | |||
| James P. Purko Chief Financial Officer | ||||