Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Directors. (b) As previously announced onFebruary 11, 2020 ,Synacor, Inc. ("Synacor"),Quantum Merger Sub I, Inc. , a direct, wholly owned subsidiary ofSynacor ("Merger Sub") and Qumu Corporation ("Qumu") entered into an agreement and plan of merger and reorganization (the "Merger Agreement") for a proposed "merger of equals" transaction, pursuant to which, and subject to the conditions in the Merger Agreement, Merger Sub will merge with and into Qumu (the "Merger"), with Qumu surviving the Merger as a wholly owned subsidiary ofSynacor . Pursuant to the terms of the Merger Agreement, upon the closing of the Merger, the board of directors ofSynacor , representing the newly combined company (the "New Synacor Board"), will consist of seven directors - three directors coming fromSynacor's existing board of directors, two directors coming from Qumu's existing board of directors andSynacor Chief Executive OfficerHimesh Bhise . It is anticipated that one additional independent director with software and SaaS experience relevant to the operations ofSynacor will be selected by the New Synacor Board, with such new director being subject to the approval of the New Synacor Board including at least one of the two directors from Qumu. It is anticipated that this seventh director will serve as the Chairperson of the New Synacor Board. In anticipation of the foregoing,Synacor announced onMarch 3, 2020 thatJordan Levy tendered his resignation as Chairman of the Board onMarch 3, 2020 , and is stepping down fromSynacor's Board of Directors (the "Board") effective immediately. In addition,Gary L. Ginsberg andScott Murphy have each notified the Board onFebruary 27, 2020 that they will resign from the Board immediately prior to the 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") and therefore, will not stand for re-election to the Board at the 2020 Annual Meeting. As a result there will be only one Class III Director up for election at the 2020 Annual Meeting. The Board has appointedKevin Rendino , an existing director, as Interim Chairman of the Board effective immediately. Effective immediately prior to the time of the 2020 Annual Meeting, the size of the Board will be reduced from nine members to seven members. In addition, the Board has determined thatMr. Rendino ,Elisabeth B. (Lisa) Donohue andMarwan Fawaz will be theSynacor directors who will continue to serve on the New Synacor Board following the closing of the Merger, along withHimesh Bhise .Andrew Kau andMichael J. Montgomery , current directors ofSynacor , notified the Board onFebruary 27, 2020 that they each intend to resign from their position as a director ofSynacor immediately prior to the closing of the Merger and will be replaced by the members to be appointed by Qumu as provided in the Merger Agreement. Additional Information and Where to Find It In connection with the proposed merger betweenSynacor and Qumu,Synacor intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus ofSynacor and Qumu and other documents concerning the proposed merger with theSEC . The definitive proxy statement will be mailed to the stockholders ofSynacor and Qumu in advance of the meeting. BEFORE MAKING ANY VOTING DECISION,SYNACOR'S AND QUMU'S RESPECTIVE STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SYNACOR AND QUMU WITH THESEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the joint proxy statement/prospectus and other documents containing important information aboutSynacor and Qumu, once such documents are filed with theSEC , through the website maintained by theSEC at www.sec.gov.Synacor makes available free of charge at www.synacor.com, copies of materials it files with, or furnishes to, theSEC . The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus. Participants in the Solicitation This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities.Synacor , Qumu and their respective directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies from the stockholders ofSynacor and Qumu in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the joint proxy statement/prospectus referred to above. Security holders may also obtain information regarding the names, affiliations and interests ofSynacor's directors and executive officers inSynacor's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 , which was filed with theSEC onMarch 14, 2019 , and its definitive proxy statement for the 2019 annual meeting of stockholders, which was filed with theSEC onApril 5, 2019 . Security holders may obtain information regarding the names, affiliations and interests of Qumu's directors and executive officers in Qumu's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 , which was filed with theSEC onMarch 15, 2019 , and its definitive proxy statement for the 2019 annual meeting of shareholders, which was filed with theSEC onApril 9, 2019 . To the extent the holdings ofSynacor securities bySynacor's directors and executive officers or the holdings of Qumu securities by Qumu's directors and executive officers have changed since the amounts set forth inSynacor's or Qumu's respective proxy statement for its 2019 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with theSEC . Additional information regarding the interests of such individuals in the proposed merger will be included in the joint proxy statement/prospectus relating to the proposed merger when it is filed with theSEC . These documents (when available) may be obtained free of charge from theSEC's website at www.sec.gov,Synacor's website at www.synacor.com and Qumu's website at www.qumu.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
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