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 11,
2019
AutoWeb,
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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1-34761
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33-0711569
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(State or other
jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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18872 MacArthur
Boulevard, Suite 200,
Irvine,
California
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92612-1400
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(Address of
principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (949)
225-4500
(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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Emerging
growth company
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If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
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Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation of Jeffrey M. Stibel as a Director of the
Company
On January 11, 2019, Jeffrey M.
Stibel notified the Board of Directors (“Board”) of AutoWeb, Inc.
(“Company”) that, effective immediately, he
was resigning his position as a member of the Board and from its
Compensation Committee and Corporate Governance and Nominations
Committee.
Appointment of Chan Galbato as a Director of the
Company
On January 11, 2019, the Board
appointed Chan Galbato to the Board as a Class I director to fill
the vacancy created by the resignation of Mr. Stibel, effective
immediately. Mr. Galbato’s term as a director will
expire at the Company’s annual meeting of stockholders in
2020. Mr. Galbato was also appointed as a member of the
Board’s Compensation Committee and Corporate Governance and
Nominations Committee.
Mr. Galbato is Chief Executive
Officer of Cerberus Operations and Advisory Company, LLC. Prior to
joining Cerberus in 2009, he served as President and CEO of the
Controls Group of businesses for Invensys plc. Mr. Galbato
previously served as President and Chief Executive Officer of
Armstrong Floor Products, President of Services for The Home Depot,
and President and Chief Executive Officer of Choice Parts LLC. He
spent 14 years with General Electric Company, holding several
operating and finance leadership positions within its various
industrial divisions as well as holding the role of President and
CEO of Coregis Insurance Company, a G.E. Capital
company.
Mr. Galbato currently serves as
Chairman of Avon Products, Inc., as Director of Blue Bird
Corporation, DynCorp International, Electrical Components
International, FirstKey Homes, LLC, New Avon LLC, Staples Solutions
B.V., and Director on the Executive Committee of Steward Health
Care, LLC. Previously, Mr. Galbato served as Director of the
publicly traded Brady Corporation for seven years, including as
Lead Director. He also served as Director of Tower International,
Inc., and Chairman to North American Bus Industries, Inc., Guilford
Mills and YP Holdings LLC until their respective changes in
ownership.
Mr. Galbato will participate in the
standard compensation arrangements for the Company’s
non-employee directors, as disclosed in the Company’s most
recent proxy statement, filed April 27, 2018, the description of
which is incorporated herein by reference. Accordingly, Mr. Galbato
was granted stock options to purchase 4,383 shares of the
Company’s common stock, $0.001 par value per share, which
vest in equal monthly installments over a twelve-month period
commencing on the one-month anniversary of the January 11, 2019
grant date (“Grant
Date”). The
exercise price for these options is
$3.38 per share, the
closing price of the Company’s common stock on The Nasdaq
Capital Market on the Grant Date. Vesting of the options will
accelerate upon the occurrence of certain events, including upon
the termination of Mr. Galbato’s service as a director due to
resignation, failure to be re-elected, failure to be nominated for
re-election, or without removal for cause or upon a change in
control of the Company. The Company and Mr. Galbato also
entered into a Company-standard indemnification agreement for
non-employee directors.
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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.
Date: January 14,
2019
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AUTOWEB,
INC.
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By:
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/s/
Glenn E. Fuller
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Glenn E. Fuller, Executive
Vice
President, Chief Legal and
Administrative
Officer and
Secretary
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