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): March 1, 2011
LogMeIn, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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001-34391
(Commission File Number)
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20-1515952
(IRS Employer
Identification No.) |
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| 500 Unicorn Park Drive |
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Woburn, Massachusetts
(Address of principal executive offices)
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01801
(Zip Code) |
Registrant’s telephone number, including area code: ( 781)-638-9050
(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):
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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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| Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
Election of Director
On March 1, 2011, the Company’s Board of Directors elected Hilary A. Schneider as a director.
Ms. Schneider has been designated as a class I director and will serve until the Company’s 2013
Annual Meeting of Stockholders, or until her successor has been duly elected and qualified.
Ms. Schneider joins the Company from Yahoo! Americas, where she currently serves as Executive
Vice President. Ms. Schneider first joined Yahoo! in 2006, when she led the company’s U.S. region,
Global Partner Solutions and Local Markets and Commerce divisions. Prior to joining Yahoo!, Ms.
Schneider held senior leadership roles at Knight Ridder, Inc., from 2002 through 2005, including
Chief Executive Officer of Knight Ridder Digital before moving to co-manage the company’s overall
newspaper and online business. From 2000 through 2002, Ms. Schneider served as President and Chief
Executive Officer of Red Herring Communications, overseeing Red Herring Magazine,
www.RedHerring.com and Red Herring’s events unit. Ms. Schneider also held numerous roles at Times
Mirror, from 1990 through 2000, including President and Chief Executive Officer of Times Mirror
Interactive and General Manager of the Baltimore Sun.
Ms. Schneider was recommended to the Board of Directors by the Company’s Nominating and
Corporate Governance Committee, in accordance with the provisions of its charter. The Company
believes Ms. Schneider’s qualifications to serve on the Board of Directors include her significant
large-scale Web business experience.
There are currently no arrangements or understandings between Ms. Schneider and any other
person pursuant to which Ms. Schneider was selected as a director. There are currently no
transactions in which Ms. Schneider has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
In accordance with the Company’s director compensation policy, Ms. Schneider will receive an
annual retainer of $20,000 for her service as a director and reimbursement for any out-of-pocket
expenses incurred in connection with attending the Company’s board meetings.
In accordance with the Company’s 2009 stock incentive plan, Ms. Schneider will be granted an
option to purchase 60,000 shares of the Company’s common stock at the next regularly scheduled
meeting of the Company’s Board of Directors. The option will have an exercise price that represents
the fair market value of the Company’s common stock on the date of grant and will vest as to 12.5%
of the shares underlying the option every three months after the date of grant, subject to Ms.
Schneider’s continued service as a director. In the event of a change of control of the Company,
the vesting schedule of this option will accelerate in full.
The full text of the press release issued by the Company on March 4, 2011 in connection with
Ms. Schneider’s election as a director of the Company is filed as Exhibit 99.1 to this Current
Report on Form 8-K.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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99.1 Press release entitled “Hilary
Schneider Named to LogMeIn’s Board
of Directors,” issued by the
Company on March 4, 2011. |