UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): January 2430, 2023

Qumu Corporation

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State Or Other Jurisdiction Of Incorporation)

000-20728		41-1577970
(Commission File Number)		(I.R.S. Employer Identification No.)
400 S. 4th Street, Suite 401-412
Minneapolis, MN		55415
(Address Of Principal Executive Offices)		(Zip Code)

400 S. 4th Street, Suite 401-412
Minneapolis, MN		55415
(Address Of Principal Executive Offices)		(Zip Code)

(612) 638-9100

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.01		QUMU		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Items under Sections 1, 2through 4 and 46 through 9 are not applicable and therefore omitted.

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

On ~~July~~January 2630, ~~2022~~2023, the Compensation Committee of Qumu Corporation (the “Company”) ~~received~~made adeterminations ~~written~~relating ~~notice~~to ~~from~~ the ~~Listing Qualifications Department~~ achievement of ~~the Nasdaq~~performance ~~Stock~~goals ~~Market~~under ~~LLC (“Nasdaq”) stating that~~ the ~~Company~~annual ~~was~~company ~~not~~bonus inplan ~~compliance~~for ~~with~~2022 (the ~~requirement~~“2022 toCompany ~~maintain~~Bonus aPlan”) ~~minimum closing~~and ~~bid~~in ~~price~~respect of ~~$1.00~~outstanding performance ~~per~~stock ~~share,~~units ~~as set forth in Nasdaq Listing Rule 5450~~(~~a)(1) (the~~ “~~Bid Price Requirement~~PSUs”), ~~because the~~with ~~closing~~a ~~bid~~performance ~~price~~period ofending ~~the~~December ~~Company’s common stock~~31, ~~par value $0~~2022.01 ~~per~~For ~~share (~~the ~~“Common~~fourth ~~Stock”),~~quarter ~~was~~2022 ~~below~~and ~~$1.00~~full ~~per~~year ~~share~~2022, ~~for~~the 30financial ~~consecutive~~results ~~business~~were ~~days.~~prepared ~~The~~by ~~notice provided that~~ the Company’s ~~had~~management afor ~~period~~the purposes of ~~180~~compensation ~~calendar~~determinations ~~days~~by ~~from~~ the Compensation ~~date~~Committee ofand ~~the notice,~~have ornot ~~until~~been ~~January~~audited ~~23,~~or ~~2023,~~reviewed toby ~~regain~~the ~~compliance~~Company’s ~~with~~independent ~~the~~registered ~~Bid~~public ~~Price~~accounting ~~Requirement~~firm.

On2022 ~~January 24, 2023, Nasdaq staff notified the~~ Company ~~that~~Bonus the Company had not regained compliance with the Bid Price Requirement and was not eligible for a second 180 day extension and therefore subject to delisting and suspension unless the Company requested an appeal of this determination to a Nasdaq Hearings Panel. On January 27, 2023, the Company appealed the Nasdaq staff’s determination to a Nasdaq Hearings Panel, which will stay the delisting and suspension of the Common Stock pending a decision by the Nasdaq Hearings Panel.Plan

As previously ~~announced~~reported, ~~the~~on ~~Company~~March ~~has~~30, ~~entered~~2022, ~~into~~the anCompensation ~~Agreement~~Committee ~~and~~adopted ~~Plan~~the of2022 ~~Merger,~~Company ~~dated~~Bonus asPlan ofand ~~December~~set ~~17,~~the ~~2022~~cash ~~(as~~incentive ~~such agreement~~pay ~~may~~opportunities beunder ~~amended~~the ~~from~~2022 ~~time~~Company toBonus ~~time,~~Plan for the ~~“Merger~~Company’s ~~Agreement”)~~eligible ~~with~~employees, ~~Cosmos~~which ~~Merger~~include ~~Sub~~Rose ~~Inc.~~Bentley, aChief ~~Minnesota corporation (“Purchaser”)~~Executive Officer, and ~~Enghouse~~Thomas ~~Interactive, Inc~~A. Krueger, aChief ~~Delaware~~Financial ~~corporation (“Parent”)~~Officer.

OnUnder ~~January~~the 6,2022 ~~2023,~~Company inBonus ~~accordance~~Plan, ~~with~~ the ~~Merger~~Compensation ~~Agreement,~~Committee ~~Purchase~~determined ~~and~~target ~~Parent~~amounts ~~commenced~~of ~~the~~two ~~offer~~performance togoals ~~purchase~~for ~~all~~2022, ofweighted ~~the issued and outstanding~~equally: ~~shares~~(1) ~~of Common Stock at~~ software-as-a-service ~~purchase~~annual ~~price~~recurring ofrevenue ~~$0.90~~(referred ~~per~~to ~~share~~as ~~(the~~SaaS ~~“Offer Price”~~ARR), ingrowth ~~cash,~~as ~~without~~compared ~~interest~~to ~~thereon~~2021 and ~~less~~ ~~any~~(2) ~~required~~quarterly ~~withholding~~operating ~~taxes~~cash flow, ~~upon~~weighted ~~the~~equally ~~terms~~by ~~and~~quarter ~~subject~~except tothat if the ~~conditions~~full ~~set~~year ~~forth~~2022 inoperating ~~the~~cash ~~Offer~~flow totarget ~~Purchase~~is met, ~~dated~~this ~~January~~performance 6,goal will be ~~2023~~achieved ~~(as~~at ~~amended~~the or100% ~~supplemented~~level. ~~from~~The ~~time~~Compensation toCommittee ~~time,~~retained the ~~“Offer~~discretion to ~~Purchase”),~~include ~~and~~or inexclude ~~the~~items ~~related~~from ~~Letter~~each of ~~Transmittal (~~the performance ~~“Letter~~goals ofand ~~Transmittal”)~~to ~~(which,~~determine ~~together with~~ the ~~Offer~~achievement toof ~~Purchase, constitute~~ the ~~“Offer”).~~performance ~~The~~goals ~~Offer~~for isthe ~~scheduled to~~purposes ~~expire~~of ~~one~~calculating ~~minute~~incentive ~~following~~pay ~~11:59~~under ~~p.m.~~the ~~(12:00~~2022 ~~midnight),~~Company Bonus ~~New York City Time, on February 6, 2023~~Plan.

~~Following~~The ~~the~~following ~~consummation~~table ofshows the ~~Offer~~2022 quarterly and ~~subject~~2022 tofull ~~the~~year ~~satisfaction~~operating orcash ~~waiver~~flow oftargets ~~the~~established ~~conditions~~by ~~set forth in~~ the ~~Merger~~Compensation ~~Agreement~~Committee and ~~in accordance~~ ~~with~~ the ~~relevant~~Company’s ~~portions~~actual ofperformance ~~the~~for ~~Minnesota~~these ~~Business~~periods ~~Corporation Act, Purchaser will merge with and into the Company~~ (~~the~~in ~~“Merger”~~thousands).:

The Company appealed the determination to a Nasdaq Hearings Panel in order to stay the delisting and suspension of the Common Stock in light of the importance of maintaining listing on Nasdaq during the pendency of the Offer and through to the closing of the Merger. In connection with the closing of the Merger, Parent intends to cause the Company to voluntarily delist the Common Stock from Nasdaq.

Operating Cash Flow	Q1 2022			Q2 2022			Q3 2022			Q4 2022			FY2022
Target	$	(4,523	)	$	(3,581	)	$	(79	)	$	(431	)	$	(8,614	)
Actual	$	(4,863	)	$	(3,678	)	$	(1,427	)	$	(1,363	)	$	(11,331	)

IfFor 2022 SaaS ARR, the ~~transactions~~target ~~contemplated~~amount byunder the ~~Merger~~2022 ~~Agreement~~Company ~~are~~Bonus ~~not~~Plan ~~consummated~~was ~~for~~$19.4 ~~any~~million ~~reason,~~representing ~~there~~growth ~~can~~of be51% noover ~~assurance~~2021 ~~that~~and the Company’s ~~will~~actual be2022 ~~successful~~SaaS inARR ~~any~~was ~~appeal~~$14.3 tomillion, or a ~~Nasdaq~~12% ~~Hearings~~increase ~~Panel,~~from be2021. ~~able~~Accordingly, toon ~~regain~~January ~~compliance~~30, ~~with~~2023, the ~~Bid~~Compensation ~~Price~~Committee ~~Requirement, or maintain~~determined ~~compliance~~that ~~with~~no ~~any~~bonus ofwas ~~the~~earned ~~other~~by ~~Nasdaq~~any ~~continued~~participant ~~listing requirements~~ in ~~order~~the to2022 ~~maintain~~Company ~~its~~Bonus ~~listing on Nasdaq~~Plan.

PSUs With 2022 Performance Period

As previously reported, on February 18, 2021, the Compensation Committee approved the award of PSUs to the Company’s executive officers and members of management, including Ms. Bentley. Because Mr. Kruger was not a Company employee at the time of grant, he did not receive a PSU award in 2021. Instead, on March 30, 2022, the Compensation Committee granted Mr. Kruger an award of 15,750 PSUs solely for the 2022 performance period, which represents approximately one-half of the PSU award that Mr. Krueger would have otherwise received as Chief Financial Officer in 2021.

On March 30, 2022, the Compensation Committee set the target amounts of five performance goals selected for 2022: net new customers, partner generated revenue as a percent of total revenue, annual recurring revenue, total gross retention rate and bookings. On January 30, 2023, the Compensation Committee determined that the Company met two of the five performance goals for full year 2022, resulting in a percentage achievement of 66 2/3% for these PSUs. The following table shows the 2022 targets established by the Compensation Committee for these PSUs and the Company’s actual performance for 2022:

Performance Goal	2022 Target	2022 Actual
Net New Customers (New Logos)	40	21
Partner Generated Revenue (as a % of Total Revenue)	31%	31%
Total ARR	$25.2 million	$19.4 million
Total Gross Retention Rate (GRR)	87%	90%
Bookings	$23.9 million	$15.5 million

Accordingly, with a percentage achievement of 66 2/3% for the 2022 performance period, the Qumu compensation committee determined on January 30, 2023 that Ms. Bentley will earn 5,936 of the 8,904 PSUs granted to her in 2021 and Mr. Krueger will earn 10,500 of the 15,750 PSUs.

Additionally, on March 30, 2022, the Compensation Committee approved the award of 60,000 PSUs to each of Ms. Bentley and Mr. Krueger, with 30,000 of these PSUs vesting based upon achievement of 2022 performance goals. On March 30, 2022, the Compensation Committee set the target amounts of two performance goals for 2022, which were weighted equally: (1) net new logos or net new logo bookings and (2) partner revenue as a percent of total revenue. On January 30, 2023, the Compensation Committee determined that the Company met one of the two performance goals for full year 2022, resulting in a percentage achievement of 50% of these PSUs. The following table shows the 2022 targets established by the Compensation Committee for these PSUs and the Company’s actual performance for 2022:

Performance Goal

2022 Target

2022 Actual

Net New Customers (New Logos) or New Logo Bookings

40 or $9.2 million

23 or $1.6 million

Partner Generated Revenue

(as a % of Total Revenue)

31%

Accordingly, with a percentage achievement of 50% for the 2022 performance period, the Qumu compensation committee determined on January 30, 2023 that Ms. Bentley and Mr. Krueger will earn 15,000 of the 30,000 PSUs with a 2022 performance period.

As provided in the Agreement and Plan of Merger, dated as of December 17, 2022 (as such agreement may be amended from time to time, the “Merger Agreement”) by and among the Company, Cosmos Merger Sub Inc., and Enghouse Interactive, Inc., any PSUs that are not earned for 2022 and any PSUs with a performance period ending December 31, 2023 that will be forfeited without any consideration at the effective time of the merger as provided in the Merger Agreement.

Forward-Looking Statements

This current report contains “forward-looking statements” contain forward-looking statements in addition to historical and other information. The Company uses words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would,” or any variations of these words, or other words with similar meanings to or that otherwise, identify forward-looking statements. All statements that address activities, events, performance, or developments that the Company intends, expects or believes may occur in the future are forward-looking statements.

The following are some of the factors that could cause actual future results to differ materially from those expressed in any forward-looking statements: (i) uncertainties as to the timing of the Offer and the Merger, particularly in relationship to the timing of a Nasdaq Hearings Panel determination; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the risk that the Company may not be successful in any appeal to a Nasdaq Hearings Panel or otherwise maintain its listing on Nasdaq; and (iv) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, the Offer to Purchase and other tender offer documents filed from time to time by Enghouse Systems Limited, Parent, Purchaser and the Company, as applicable. Shareholders cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are based on information currently available to the Company, and the Company expressly disclaims any intent or obligation to update, supplement or revise publicly these forward-looking statements except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUMU CORPORATION
	By:	/s/ Rose Bentley
		Rose Bentley
		Chief Executive Officer
Date: January 27, 2023
Date: January 30, 2023

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