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MILLENNIAL MEDIA INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Regulation FD Disclosure, 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 Officers. (c) Appointment of Andrew Jeanneret as Executive Vice President & Chief Financial Officer and Principal Financial Officer On August 27, 2014, the Board of Directors (the "Board") of Millennial Media, Inc. (the "Company") appointed Andrew Jeanneret as the Company's Executive Vice President and Chief Financial Officer, effective as of that date. Mr. Jeanneret will also serve as the Company's principal financial officer. There is no arrangement or understanding between Mr. Jeanneret and any other person pursuant to which he was selected as an officer of the Company, and there is no family relationship between Mr. Jeanneret and any of the Company's directors or other executive officers. Additional information about Mr. Jeanneret is set forth below: Andrew Jeanneret. Mr. Jeanneret, age 50, has served as our Executive Vice President and Chief Financial Officer since August 2014, and as our Senior Vice President of Accounting and Chief Accounting Officer since 2011. Mr. Jeanneret served as a financial accounting consultant from August 2010 until joining us in October 2011. He served as Chief Financial Officer of Dialysis Corporation of America from March 2008 to August 2010 and as its Vice President of Finance from July 2007 to February 2008. He previously held senior level finance and accounting positions at Guilford Pharmaceuticals Inc. and Life Technologies Inc., and was an auditor at the public accounting firm of Coopers & Lybrand, LLP. Mr. Jeanneret is a Certified Public Accountant. Mr. Jeanneret received a B.S. degree from Boston College and a M.B.A. degree from The George Washington University. (e) Employment Agreement with Andrew Jeanneret In connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Jeanneret and the Company entered into an employment agreement as of August 27, 2014. Mr. Jeanneret's base salary under the employment agreement is initially $325,000 per year, subject to adjustment in the discretion of the Board or the Compensation Committee of the Board. Mr. Jeanneret is eligible for an annual discretionary cash bonus of up to 70% of his then-current base salary, subject to his achievement of performance criteria to be set forth in an annual incentive plan that may be adopted by the Board or Compensation Committee of the Board. Mr. Jeanneret is eligible to participate in the Company's other employee benefit plans as in effect from time to time on the same basis as are generally made available to other senior executives of the Company. In the event that Mr. Jeanneret's employment is terminated by the Company without "cause" or by Mr. Jeanneret for "good reason" (each as defined in his employment agreement), in each case subject to Mr. Jeanneret entering into and not revoking a release in a form acceptable to the Company, Mr. Jeanneret will be entitled to receive: † severance payments equal to his then-current base salary for a period of 6 months; and † if he timely elects and remains eligible for continued coverage under COBRA, the health insurance premiums that the Company was paying on behalf of Mr. Jeanneret and his covered dependents prior to the date of termination, for as long as he is receiving the severance payments under the employment agreement described above or for the continuation period for which he is eligible, whichever period is shorter. The foregoing description of Mr. Jeanneret's employment agreement is a summary, is not complete and is qualified in its entirety by reference to the employment agreement, which will be filed as an exhibit to the Company's Form 10-Q for the quarter ending September 30, 2014. Item 7.01. Regulation FD Disclosure. On September 2, 2014, the Company issued a press release announcing Mr. Jeanneret's appointment. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release, dated September 2, 2014. 2 -------------------------------------------------------------------------------- |