Item 404(a) of Regulation S-K. Each of our executive officers is appointed to
serve until his or her successor is duly appointed or his or her earlier removal or resignation
from office.
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We issued a press release regarding the naming of Mr. Granger as President, Chief Executive
Officer and one of our directors on December 18, 2008, which is attached hereto as Exhibit 99 and
is incorporated by reference in response to this Item 5.02(c).
(d) On December 17, 2008, our board, upon the recommendation of our corporate governance and
nominating committee, elected James C. Granger to serve as a director. Further information
regarding Mr. Granger is set forth in Item 5.02(c) above and is incorporated by reference in
response to this Item 5.02(d).
Mr. Granger has not been appointed to serve on any committees, and we do not expect him to be
appointed to any committees, other than possibly the executive committee, because he is not an
“independent director.”
As an employee of our company, Mr. Granger will receive no fees for his service as a director
of our company.
Each of our directors is elected annually, by a plurality of the votes cast, to serve until
the next annual meeting of shareholders and until his or her successor is elected and duly
qualified.
(e) On December 22, 2008, our compensation committee (1) set the annual base salaries of our
executive officers for 2009 and (2) established a senior management bonus plan.
2009 Base Salaries
The annual base salaries for our executive officers for 2009 have been set at the following
levels (representing a base salary freeze from 2008):
| 2009 Base | ||||
| Name and Position of Executive Officer | Salary | |||
James Granger President, Chief Executive Officer, and Director |
$ | 250,000 | ||
Scott Koller Executive Vice President of Sales and Marketing |
$ | 185,000 | ||
Brian Anderson Vice President, Interim Chief Financial Officer and Controller |
$ | 143,000 | ||
Robert Whent Executive Vice President, Content Engineering |
$ | 225,000 | ||
Senior Management Bonus Plan
The compensation committee also established a senior management bonus plan under which certain
members of our senior management team, who are ineligible to participate in our profit-sharing
bonus program for associates and who are not commissioned salespeople, may be eligible for
non-equity incentive awards if certain performance targets set by the compensation committee are
achieved under such plan for 2009. For 2009, bonuses under the senior management bonus plan will
be based 50 percent upon the company’s annual gross revenue and 50 percent upon the company’s
EBITDA123R/(loss), which will be calculated based upon the company’s accounting practices,
consistently applied and upon GAAP standards applicable to the company.
The following chart sets forth the 2009 target bonus under the senior management bonus plan
for each of our eligible executive officers.
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| 2009 Target | ||||
| Name and Position of Executive Officer | Bonus | |||
James Granger President, Chief Executive Officer, and Director |
$ | 200,000 | ||
Scott Koller Executive Vice President of Sales and Marketing |
$ | 75,000 | ||
Brian Anderson Vice President, Interim Chief Financial Officer and Controller |
$ | 35,000 | ||
The foregoing discussion of the senior management bonus plan is qualified in its entirety by
reference to the plan itself, which is attached as Exhibit 10.2 to this Current Report on Form 8-K
and is incorporated by reference in response to this Item 5.02(e).
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | See “Exhibit Index.” |
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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: December 23, 2008 | Wireless Ronin Technologies, Inc. | |||||
| By: | /s/ Scott N. Ross
|
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| Vice President, General Counsel and Secretary | ||||||
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