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TMCNet:  VIOLIN MEMORY INC FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

[December 20, 2013]

VIOLIN MEMORY INC FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(Edgar Glimpses Via Acquire Media NewsEdge) Item 3.01 Failure to Satisfy a Continued Listing Rule or Standard.

On December 16, 2013, Violin Memory, Inc. ("Violin") announced that Howard A.

Bain III, Chairman of the Violin Memory Board of Directors, was appointed interim Chief Executive Officer. Under Sections 303A.04, 303A.05 and 303A.06 of the New York Stock Exchange ("NYSE") Listed Company Manual, all of the members of the audit committee, compensation committee and nominating and corporate governance committee of a listed company must be independent directors. Under Section 303A.00 of the NYSE Listed Company Manual, a company listing on the NYSE in conjunction with an initial public offering must comply with these committee independence rules within one year of its listing date. Following Violin's initial public offering, Violin was in full compliance with Sections 303A.04, 303A.05 and 303A.06 of the NYSE Listed Company Manual. However, with the appointment of Mr. Bain as Violin's interim Chief Executive Officer, Mr. Bain will not qualify as an independent director for so long as he serves in the interim Chief Executive Officer role. As a result, Violin must now afford itself of the delayed compliance dates applicable to Sections 303A.04, 303A.05 and 303A.06 for companies listing on the NYSE in conjunction with an initial public offering.


At such time as Mr. Bain is no longer serving as Violin's interim Chief Executive Officer and upon confirmation once again of his independence by the Violin Board of Directors, Violin will again be in compliance with Sections 303A.04, 303A.05 and 303A.06 of the NYSE Listed Company Manual. Violin's Board of Directors is also considering the appointment of additional independent directors to the Board and may appoint any new independent directors to the committees of the Board.

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