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EX-99.1 - EXHIBIT 99.1 - RPX Corpa991pressreleaseissuedbyrp.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): July 11, 2016

 
RPX Corporation
(Exact name of registrant as specified in its charter)


 
 
 
 
 
 
Delaware
 
001-35146
 
26-2990113
(State or other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
 
One Market Plaza
 
Suite 800
 
San Francisco, CA 94105
 
(Address of principal executive offices, including zip code)
 
(866) 779-7641
 
(Registrant’s 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 (see General Instruction A.2):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
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.
In connection with the Settlement Agreement between RPX Corporation (the “Company”) and The Mangrove Partners Master Fund, Ltd. and Mangrove Partners, effective May 25, 2016, a copy of which was filed with the Securities and Exchange Commission on May 26, 2016, the Board appointed Andrew D. Africk to serve as a director of the Company effective July 11, 2016. There are no family relationships between Mr. Africk and any director or executive officer of the Company, and Mr. Africk does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Africk will participate in the compensation program for non-employee directors as described in the Company’s 2016 annual proxy statement filed with the Securities and Exchange Commission on May 27, 2016. Under the terms of those arrangements, Mr. Africk will receive an initial restricted stock unit award with a target value of $175,000 upon his election to the Board, which vests in equal annual installments over three years, under the Company’s 2011 Equity Incentive Plan.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
99.1
 
Press Release issued by RPX Corporation dated July 14, 2016.


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.
 
RPX Corporation
 
 
 
 
 
By:
/s/ MARTIN E. ROBERTS
 
 
Martin E. Roberts
 
 
General Counsel
 
 
 
Dated: July 14, 2016