REALPAGE INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Resignation of Chief Financial Officer and Treasurer
On March 20, 2014, Timothy J. Barker notified RealPage, Inc. (the "Company") of
his decision to resign as the Company's Chief Financial Officer and Treasurer
effective May 15, 2014. Mr. Barker will work full time through May 15th, 2014
and has informed the Company that he will transition his role.
Appointment of New Chief Financial Officer and Treasurer
On March 24, 2014, Mr. W. Bryan Hill was named Chief Financial Officer and
Treasurer effective May 15, 2014. Mr. Hill has served as Senior Vice President
Finance at the Company since April 2007 with responsibilities including investor
relations, credit facility management, financial planning and analysis, internal
reporting, merger and acquisition support, product pricing control and billing.
Mr. Hill previously served as Senior Vice President and Chief Accounting Officer
of formerly publicly traded Dyncorp International, Inc. (acquired by Cerberus
Capital Management in 2010), a provider of outsourced services to civilian and
military government agencies from August 2005 to April 2007. From April 2000 to
August 2005, Mr. Hill held the position of Vice President and Chief Accounting
Officer and various other financial management positions at SourceHov LLC, a
document and information outsourcing solution provider. Mr. Hill received his
B.B.A. from Texas Christian University and has been a Certified Public
Accountant in the State of Texas since 1996.
In connection with the appointment of Mr. Hill as Chief Financial Officer and
Treasurer, the Company entered into an employment agreement with Mr. Hill (the
"Employment Agreement") effective May 15, 2014. Pursuant to the terms of the
Employment Agreement, Mr. Hill is entitled to receive an annual base salary of
$340,000 and is eligible for an annual target bonus of 50% and subject to the
approval of the Compensation Committee of the Company's Board of Directors, Mr.
Hill will be granted an option to purchase 15,000 shares of Company common stock
and 7,500 shares of RealPage restricted stock. These awards will provide, and
all prior equity grants shall be amended to provide, for an acceleration of
vesting upon a change in control, death or disability. In addition to the
foregoing vesting, the stock option award and restricted stock award granted to
Mr. Hill will vest in connection with a business combination transaction. The
stock option award and restricted stock award are governed by our 2010 Equity
Incentive Plan and the forms of award agreements approved for use thereunder
previously filed with the Securities and Exchange Commission, copies of which
were previously filed with the Commission.
The summary of this Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the Employment Agreement, a copy of
which is attached as Exhibit 10.1 and incorporated herein by reference.
Mr. Hill has also entered into a standard indemnification agreement with the
Company, the form of which was previously filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (File No. 333-166397) on April 29, 2010.
There are no family relationships between Mr. Hill and any executive officers,
directors, or other employees of the Company. Mr. Hill has no material interests
in any transactions or proposed transactions with the Company.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Employment Agreement, dated March 24, 2014, by and between RealPage,
Inc. and W. Bryan Hill.
99.1 RealPage, Inc. press release dated March 24, 2014.
The information furnished in this Current Report under Exhibit 99.1 attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities of Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
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