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ROSETTA STONE INC FILES (8-K) Disclosing Change in Directors or Principal Officers(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 Officers. (d) On October 6, 2014, the Board of Directors of Rosetta Stone Inc. (the "Company") unanimously voted to increase the size of its board to seven members and, upon recommendation of the Corporate Governance and Nominating Committee, elected Steven P. Yankovich as a director. Mr. Yankovich was assigned to Class I of Rosetta Stone's classified board. The next election of Class I directors will be at the 2016 annual meeting of the Company's stockholders. As a director, Mr. Yankovich will participate in the standard non-employee director compensation arrangements described on pages 13 through 14 of the Company's 2014 Proxy Statement, filed with the Securities and Exchange Commission on April 10, 2014, except that the annual grant of equity for non-employee directors was increased in May 2014 to an annual grant of equity with a fair market value as of the date of grant of $110,000 comprised of the equivalent to $55,000 in restricted stock units and $55,000 in stock options, subject to the terms of the 2009 Omnibus Incentive Plan, as amended, and the applicable form of award agreement. Mr. Yankovich's award will be pro-rated for services to be rendered through the Company's 2015 Annual Meeting of Stockholders. A copy of the press release in which his election was announced is furnished as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release, dated October 7, 2014. 1-------------------------------------------------------------------------------- |