Current Report Filing (8-k)
15 February 2017 - 8:57AM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): February 9, 2017
Marin Software Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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001-35838
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20-4647180
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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123 Mission Street, 27
th
Floor
San Francisco, California 94105
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94105
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(Address of principal executive offices)
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(Zip Code)
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(415)
399-2580
(Registrants telephone number, including area code)
(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:
☐
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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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☐
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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
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(b) On February 9, 2017, Paul Auvil notified the Board of Directors (the Board) of Marin Software Incorporated (the
Company) that he will not stand for
re-election
when his current term as a director expires at the 2017 Annual Meeting of Stockholders (the Annual Meeting). Mr. Auvils
decision is not a result of any disagreement with the Company. In addition, on February 13, 2017, Bruce Dunlevie notified the Board that he is resigning from the Board effective immediately. Mr. Dunlevies decision is not a result of
any disagreement with the Company.
In connection with Mr. Dunlevies resignation, the Board approved a reduction in the authorized number of
directors of the Board from eight to seven. Furthermore, in connection with Mr. Auvils decision not to stand for
re-election,
the Board approved a reduction in the authorized number of directors of
the Board from seven to six to become effective upon the conclusion of Mr. Auvils term as a director.
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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Marin Software Incorporated
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Date: February 14, 2017
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By:
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/s/ Stephen E. Kim
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Stephen E. Kim
Executive Vice President,
General Counsel, Corporate Secretary
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