Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 9, 2020
Date
of report (Date of earliest event reported)
SUPPORT.COM, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other
Jurisdiction
of
Incorporation)
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000-30901
(Commission
File No.)
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94-3282005
(I.R.S.
Employer Identification No.)
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1521 Concord Pike Place (US 202), Suite 301
Wilmington, DE 19803
(Address
of Principal Executive Offices) (Zip Code)
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(650) 556-9440
(Registrant’s
telephone number, including area code)
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N/A
(Former
Name or Former Address, if Changed Since Last Report)
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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:
☐
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.
Appointment of Chief Financial Officer
On October 9, 2020, the Board of Directors of Support.com, Inc.
(the “Company”) appointed Caroline Rook as Chief
Financial Officer. Ms. Rook commenced employment with the Company
on October 12, 2020.
Ms. Rook, age 62, has served since 2013 as an independent financial
consultant. Prior to that, Ms. Rook served from 2010-2013 as the
Chief Financial Officer of 24/7 Card, a startup serving the
underbanked in the US. In addition, she previously served from
2009-2010 as the Chief Financial Officer of Trident University, a
private for-profit institution, and from 2002-2009 as the Chief
Financial Officer of PeopleSupport, a business process outsourcing
company. From 1992 to 2002, Mrs. Rook held various positions with
Acxiom Corporation and Sterling Software, Inc.
Employment Offer Letter
Base salary and Bonus. In
connection with Ms. Rook’s appointment, the Company and Ms.
Rook entered into an employment offer letter. The offer
letter provides for an annual salary of $250,000, subject to
periodic review and adjustment by the Company. Ms. Rook will
be eligible to participate in the Company’s annual executive
incentive plan with a bonus potential of thirty percent (30%) of
her annual base salary.
New hire equity grant. Ms. Rook
will also receive stock options to purchase 100,000 shares of the
Company’s common stock upon her commencement of employment,
which options will vest in equal monthly installments over a period
of forty-eight months, subject to the other terms of the option
agreement.
Severance terms. Ms.
Rook’s employment with the Company can be terminated at any
time for any reason by the Company or Ms. Rook. However, if
Ms. Rook’s employment is terminated without cause or she
resigns with good reason, upon the execution of the Company’s
standard release agreement she will be entitled to receive three
months of her then-current annual base salary, payable in a lump
sum upon the first regular pay period that is more than twenty
eight (28) days after the termination of her
employment.
Other Benefits. Ms. Rook will be eligible to participate in
the benefit programs generally available to employees of the
Company. Ms. Rook will also enter into the Company’s standard
indemnification agreement for officers and directors, a copy of
which is on file with the Securities and Exchange Commission as
Exhibit 10.4 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019.
The
foregoing description of Ms. Rook’s offer letter is qualified
in its entirety by reference to the full text of the offer letter,
which is incorporated herein and attached hereto as Exhibit
10.1.
A copy of the press release announcing Ms. Rook’s appointment
as Chief Financial Officer is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1 Employment Offer letter between Caroline Rook and
Support.com, Inc., dated October 5, 2020.
99.1 Press Release dated October 13, 2020.
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.
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SUPPORT.COM, INC.
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Date: October 13, 2020
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By:
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/s/ Lance
Rosenzweig
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Name:
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Lance
Rosenzweig
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Title:
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President
and Chief Executive Officer
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