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): April 13, 2017
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) |
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): | ||
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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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). | ||
o | Emerging growth company | |
o | 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. | |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on March 15, 2017, the Board of Directors of RPX Corporation (the “Company”) appointed Martin E. Roberts to serve as the Company’s Chief Executive Officer and President. On April 13, 2017, the Company approved the terms of Mr. Roberts’ compensation.
Base Salary and Bonuses. Mr. Roberts’ initial base salary will be $500,000 per year and he will be eligible to receive a discretionary annual cash bonus of up to 100% of his base salary.
Equity Compensation. Mr. Roberts will also be granted restricted stock units with a value of $1,000,000, 6.25% of which will vest on May 20, 2017 and 6.25% of which will vest in equal quarterly installments thereafter provided that he remains in continuous employment through each vest date pursuant to the Company’s 2011 Equity Incentive Plan.
SIGNATURE
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 thereunto duly authorized.
RPX Corporation | |||
By: | /s/ EMILY T. GAVIN | ||
Emily T. Gavin | |||
General Counsel | |||
Date: | April 18, 2017 | ||