UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 27, 2007
Date of report (Date of earliest event reported)
Date of report (Date of earliest event reported)
Wireless Ronin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota (State or other jurisdiction of incorporation) |
1-33169 (Commission File Number) |
41-1967918 (IRS Employer Identification No.) |
5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345
(Address of principal executive offices, including zip code)
Minnetonka, Minnesota 55345
(Address of principal executive offices, including zip code)
(952) 564-3500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On December 27, 2007, the compensation committee of our board of directors took various
actions with respect to the compensation of our executive officers and on December 28, 2007, our
board of directors took various actions with respect to the compensation of our non-employee
directors. Details regarding such actions are set forth below.
Executive Officer Compensation
The compensation committee
(1) adjusted annual base salaries for 2008, (2) granted stock
options under our Amended and Restated 2006 Equity Incentive Plan, and (3) established a non-equity incentive plan
for 2008.
Adjustment of Annual Base Salaries
Effective January 1, 2008, the annual base salaries of our executive officers were adjusted
to the following levels:
| Name and Position of Executive Officer | 2008 Annual Base Salary | |||
Jeffrey C. Mack Chairman, President, Chief Executive Officer and Director |
$ | 260,000 | ||
John A. Witham Executive Vice President and Chief Financial Officer |
$ | 190,000 | ||
Scott W. Koller Senior Vice President, Sales and Marketing |
$ | 185,000 | ||
Christopher F. Ebbert Executive Vice President and Chief Technology Officer |
$ | 180,000 | ||
Brian Anderson Vice President and Controller |
$ | 143,000 | ||
Stock Option Awards
Nonqualified stock
options were awarded to executive officers under our Amended and Restated 2006 Equity Incentive
Plan, as follows:
| Name and Position of Executive Officer | Option Award | |||
Jeffrey C. Mack Chairman, President, Chief Executive Officer and Director |
120,000 shares | |||
John A. Witham Executive Vice President and Chief Financial Officer |
35,000 shares | |||
Scott W. Koller Senior Vice President, Sales and Marketing |
25,000 shares | |||
Christopher F. Ebbert Executive Vice President and Chief Technology Officer |
10,000 shares | |||
Brian Anderson Vice President and Controller |
15,000 shares | |||
Each option has a term of five years and may be exercised at the rate of 25% of the number of
shares awarded thereunder on January 1, 2009 and an additional 25% of each award on the first day
of January in 2010, 2011 and 2012. In accordance with the terms of the Amended and Restated 2006 Equity
Incentive
Plan, the exercise price of each option is $2.80, representing the closing price of our common stock on the NASDAQ Global Market on
December 27, 2007. We have previously filed the form of non-qualified stock option agreement used
in connection with awards to executive officers under our Amended and Restated 2006 Equity Incentive Plan.
Non-Equity Incentive Plan for 2008
The committee established a non-equity incentive plan for 2008 under which our executive
officers may be eligible for cash awards based 75% upon our 2008 revenue and 25% upon our 2008
gross margin. The following chart sets forth amounts that could be paid under our non-equity
incentive plan for 2008. The threshold entries reflect the minimum dollar amount that would be
paid for a certain level of performance under the plan. If such performance is not attained,
dollar amounts will not be earned under the plan.
| Name and Position of Executive | ||||||||||||
| Officer | Threshold | Target | Maximum | |||||||||
Jeffrey C. Mack |
$ | 40,000 | $ | 200,000 | $ | 400,000 | ||||||
Chairman, President, Chief
Executive Officer and Director |
||||||||||||
John A. Witham |
$ | 19,000 | $ | 95,000 | $ | 190,000 | ||||||
Executive Vice President and
Chief Financial Officer |
||||||||||||
Scott W. Koller |
$ | 10,000 | $ | 50,000 | $ | 100,000 | ||||||
Senior Vice President, Sales and
Marketing |
||||||||||||
Christopher F. Ebbert |
$ | 6,000 | $ | 30,000 | $ | 60,000 | ||||||
Executive Vice President and
Chief Technology Officer |
||||||||||||
Brian Anderson |
$ | 10,000 | $ | 50,000 | $ | 100,000 | ||||||
Vice President and Controller |
||||||||||||
Non-Employee Director Compensation
On December 28, 2007, our board of directors took the following actions with respect to the
cash and equity compensation of our non-employee directors.
Cash Compensation
Our board of directors (1) authorized $7,500 in annual compensation for the Lead Director and
$3,500 annual compensation for each Committee Chair; and (2) authorized board and committee
meeting fees for non-employee directors effective January 1, 2008 as follows: full board meetings
($1,000) and committee meetings ($750). Attendance at meetings on a telephonic basis and not in
person with other members of the board or committee shall earn one-half the stated rate of
compensation. For the purposes of earning the cash compensation for meeting attendance as set
forth above, “attendance” shall not include attending a meeting that lasts for 15 minutes or less.
Equity Compensation
Our board of directors also awarded each non-employee director an option to purchase 10,000
shares of our common stock, under the Amended and Restated 2006 Equity Incentive Plan. Each option has a term of five
years and may be exercised at the rate of 25% awarded thereunder on January 1, 2009 and an
additional 25% of each award on the first day of January 2010, 2011 and 2012. In accordance with
the terms of the Amended and Restated 2006 Equity Incentive Plan, the
exercise price of each option is $2.82,
representing the closing price of our common stock on the NASDAQ Global
Market on December 28, 2007. We have previously filed the form of non-qualified stock option
agreement used in connection with awards to non-employee directors under our Amended and Restated 2006 Equity Incentive
Plan.
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: December 31, 2007 | Wireless Ronin Technologies, Inc. | |||||
| By: | /s/ John A. Witham | |||||
| John A. Witham | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||