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~~February 308, 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

(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 through~~ 4 and 6 through 98 are not applicable and therefore omitted.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~INTRODUCTORY NOTE

OnAs ~~January~~previously ~~30,~~reported ~~2023,~~in the ~~Compensation~~Current ~~Committee~~Report ofon Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2022, by Qumu Corporation, a Minnesota corporation (the “Company”), ~~made~~the ~~determinations~~Company ~~relating~~entered tointo ~~the~~an ~~achievement~~Agreement ofand ~~performance~~Plan ~~goals~~of ~~under~~Merger (the ~~annual~~“Merger ~~company~~Agreement”), ~~bonus~~dated ~~plan~~December ~~for~~17, 2022, ~~(the~~with ~~“2022~~Enghouse ~~Company~~Interactive, ~~Bonus~~Inc., ~~Plan~~a Delaware corporation (“Parent”), and inCosmos ~~respect~~Merger ofSub, ~~outstanding performance~~Inc., ~~stock~~a ~~units~~Minnesota ~~(“PSUs”)~~corporation ~~with~~and a ~~performance~~wholly ~~period~~owned ~~ending~~subsidiary ~~December~~of 31Parent (“Merger Sub”), providing ~~2022.~~for ~~For~~the acquisition of the ~~fourth~~Company ~~quarter~~by ~~2022~~Parent ~~and~~in ~~full year~~an ~~2022~~all-cash transaction, consisting of a tender offer (the ~~financial~~“Offer”) for ~~results~~all ~~were~~of ~~prepared~~the byoutstanding shares of the Company’s ~~management~~common ~~for~~stock, par value $0.01 per share (the ~~purposes~~“Common Stock”), followed by a subsequent merger of ~~compensation~~Merger ~~determinations~~Sub bywith and into the Company (the “Merger”), with the Company surviving the Merger as a ~~Compensation~~wholly-owned ~~Committee~~subsidiary of Parent. Parent is a subsidiary of Enghouse Systems Limited (TSX: ENGH), a Canadian based software and ~~have~~services company ~~not~~founded ~~been~~in ~~audited~~1984 orthat ~~reviewed~~serves bya ~~the~~number ~~Company’s~~of ~~independent~~distinct ~~registered~~vertical ~~public~~markets ~~accounting~~through ~~firm~~its two business segments, each developing and selling enterprise-oriented applications software.

~~2022 Company~~Item ~~Bonus~~1.02 ~~Plan~~Termination of Material Definitive Agreement.

AsThe ~~previously~~disclosures ~~reported, on March 30, 2022, the Compensation Committee adopted the 2022 Company Bonus Plan and set the cash incentive pay opportunities~~ under the ~~2022~~Introductory ~~Company~~Note ~~Bonus Plan for the Company’s eligible employees, which include Rose Bentley, Chief Executive Officer,~~ and ~~Thomas~~Item A2.01 ~~Krueger,~~are ~~Chief~~incorporated ~~Financial~~herein ~~Officer~~by reference.

~~Under~~On ~~the~~February ~~2022~~8, ~~Company Bonus Plan~~2023, the ~~Compensation~~Company ~~Committee~~terminated ~~determined~~that ~~target~~certain ~~amounts~~Loan ofand ~~two~~Security ~~performance~~Agreement, ~~goals~~dated ~~for~~April 15, 2022, ~~weighted equally: (1) software-~~as~~-a-service~~ ~~annual recurring revenue (referred to as SaaS ARR) growth as compared to 2021 and (2) quarterly operating cash flow~~amended, ~~weighted~~among ~~equally by quarter except that if~~ the ~~full year 2022 operating cash flow target is met~~Company, ~~this performance goal will be~~ ~~achieved~~Qumu, ~~at the 100% level~~Inc. ~~The~~and ~~Compensation~~Silicon ~~Committee~~Valley ~~retained~~Bank, ~~the discretion to include or exclude items from each of the performance goals~~ and torepaid ~~determine~~all the ~~achievement~~outstanding ofobligations ~~the~~in ~~performance~~respect ~~goals for the purposes~~ of ~~calculating~~principal, ~~incentive~~interest ~~pay~~and ~~under~~fees ~~the 2022 Company Bonus Plan~~thereunder.

~~The~~Additionally, ~~following~~at ~~table~~the ~~shows~~Effective Time, the ~~2022~~outstanding ~~quarterly~~warrant ~~and~~to ~~2022~~purchase ~~full~~314,286 ~~year~~shares ~~operating~~of ~~cash~~Common ~~flow~~Stock ~~targets~~issued ~~established~~ by the ~~Compensation~~Company ~~Committee~~to ~~and~~HCP-FVD, LLC on October 21, 2016 was terminated by the Company’s ~~actual~~payment ~~performance~~of ~~for~~the ~~these~~required ~~periods~~cash (purchase price in ~~thousands):~~accordance with such warrant and the outstanding warrant to purchase 100,000 shares of Common Stock issued by the Company to iStudy Co., Ltd. on August 31, 2018 was terminated unexercised in accordance with such warrant.

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	)

Item 2.01 Completion of Acquisition or Disposition of Assets.

~~For~~Pursuant ~~2022~~to ~~SaaS~~the ~~ARR~~Merger Agreement, ~~the~~Merger ~~target~~Sub ~~amount~~commenced ~~under~~ the ~~2022~~Offer ~~Company~~on ~~Bonus~~January ~~Plan~~6, ~~was~~2023 ~~$19.4~~to ~~million~~acquire ~~representing~~all ~~growth~~ of ~~51%~~the ~~over~~outstanding ~~2021~~shares ~~and~~of ~~the~~Common ~~Company’s~~Stock for ~~actual~~a ~~2022~~purchase ~~SaaS~~price ~~ARR~~of ~~was~~ $140.390 ~~million~~per share, ornet ato ~~12%~~the ~~increase~~seller ~~from~~in ~~2021. Accordingly~~cash, onwithout ~~January~~interest ~~30,~~and ~~2023,~~subject ~~the~~to ~~Compensation~~any ~~Committee~~required ~~determined~~tax withholding (the “Offer ~~that~~Price”). noAll ~~bonus~~capitalized ~~was~~terms ~~earned~~used byherein ~~any~~and ~~participant~~not inotherwise defined have the ~~2022~~meanings ~~Company~~given ~~Bonus~~to ~~Plan~~such terms in the Merger Agreement.

~~PSUs~~The ~~With~~Offer ~~2022~~and ~~Performance~~related ~~Period~~withdrawal rights expired as scheduled at one minute after 11:59 p.m., New York City time, on February 6, 2023, and the Offer was not extended. Equiniti Trust Company, in its capacity as the depositary for the Offer, advised that, as of the expiration of the Offer, 13,934,904 shares of Common Stock were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 77.7% of all shares then issued and outstanding as of the expiration of the Offer. The number of shares of Common Stock tendered pursuant to the Offer satisfied the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, Merger Sub accepted for payment all such shares of Common stock in accordance with the terms of the Offer.

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.

OnFollowing ~~March~~consummation ~~30,~~of ~~2022~~the Offer, the ~~Compensation~~remaining ~~Committee~~conditions ~~set~~to the ~~target~~Merger ~~amounts~~set offorth ~~five~~in ~~performance~~the ~~goals~~Merger ~~selected~~Agreement ~~for~~were ~~2022:~~satisfied, ~~net~~and ~~new~~on ~~customers,~~February ~~partner~~8, ~~generated~~2023, ~~revenue~~pursuant asto athe ~~percent~~terms of ~~total~~the ~~revenue,~~Merger ~~annual recurring revenue~~Agreement, ~~total~~Merger ~~gross~~Sub ~~retention~~merged ~~rate~~with and ~~bookings.~~into Onthe ~~January 30~~Company, ~~2023,~~ with the ~~Compensation~~Company ~~Committee~~surviving ~~determined~~as ~~that~~a wholly-owned subsidiary of Parent (the ~~Company~~“Surviving ~~met~~Corporation”). ~~two~~At the effective time of the ~~five~~Merger ~~performance~~(the ~~goals~~“Effective ~~for~~Time”), shares ~~full~~of ~~year~~Common ~~2022,~~Stock ~~resulting~~not inpurchased apursuant ~~percentage achievement~~to ofthe 66Offer ~~2/3%~~(other ~~for~~than ~~these~~certain ~~PSUs.~~excluded ~~The~~shares ~~following~~as ~~table~~described ~~shows~~in the ~~2022~~Merger Agreement) ~~targets~~were ~~established~~canceled byand converted into the ~~Compensation~~right ~~Committee~~to ~~for~~receive ~~these PSUs~~the Offer Price in cash, without interest and ~~the~~subject ~~Company’s~~to ~~actual~~any ~~performance~~required tax ~~for~~withholding ~~2022:~~(the “Merger Consideration”).

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

Pursuant to the Merger Agreement, at the Effective Time:

~~Accordingly~~● each outstanding Company stock option, ~~with~~ awhether ~~percentage~~or ~~achievement~~not then exercisable or vested, was canceled and converted into the right to receive an amount in cash, without interest and subject to any required withholding taxes, equal to the excess, if any, of 66the ~~2/3%~~Merger ~~for~~Consideration over the ~~2022~~per ~~performance~~share ~~period~~exercise price applicable to such Company stock option, multiplied by the ~~Qumu~~total ~~compensation~~number ~~committee~~of ~~determined~~shares onsubject ~~January~~to 30such Company stock option, ~~2023 that~~● ~~Ms.~~each ~~Bentley~~outstanding ~~will~~award ~~earn~~of 5restricted stock,~~936~~ restricted stock units and the earned portion of each performance stock unit award was vested as of immediately before the ~~8,904~~Effective ~~PSUs~~Time ~~granted~~and was canceled and converted into the right to ~~her~~receive an amount in ~~2021~~cash, without interest and ~~Mr.~~subject ~~Krueger~~to ~~will~~any ~~earn~~required 10withholding taxes,~~500~~ equal to the Merger Consideration, multiplied by the number of shares of Common Stock subject to such award, and ● the 15unearned portion of each outstanding performance stock unit award,~~750~~ ~~PSUs~~including the portion of each outstanding performance stock unit award relating to a 2023 performance period, was canceled.

~~Additionally,~~The onforegoing ~~March~~description ~~30,~~of ~~2022,~~ the ~~Compensation~~Merger ~~Committee~~Agreement ~~approved~~is ~~the~~not ~~award~~complete ofand ~~60,000~~is ~~PSUs~~qualified toin ~~each~~its ofentirety ~~Ms.~~by ~~Bentley~~reference ~~and~~to ~~Mr.~~the ~~Krueger,~~Merger ~~with 30~~Agreement,~~000 of~~ ~~these~~a ~~PSUs~~copy ~~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~~is ~~weighted~~filed ~~equally: (1) net new logos or net new logo bookings and (2) partner revenue~~ as a ~~percent~~Exhibit ~~of total revenue~~2.1 Onto ~~January 30, 2023,~~ the ~~Compensation~~Company’s ~~Committee~~Current ~~determined~~Report ~~that~~on ~~the~~Form ~~Company~~8-K, ~~met~~filed ~~one~~with of the ~~two~~SEC ~~performance goals~~on ~~for~~December ~~full~~19, ~~year~~ 2022, ~~resulting~~and is inincorporated aherein ~~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:~~reference.

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%	31%

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Accordingly~~On February 8, 2023, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq file with the SEC a ~~percentage~~notification ~~achievement~~on ofForm ~~50%~~25 ~~for~~to delist and deregister the ~~2022~~Common ~~performance~~Stock ~~period~~under Section 12(b) of the Securities Exchange Act of 1934, as amended (the ~~Qumu~~“Exchange ~~compensation~~Act”). ~~committee~~Nasdaq ~~determined~~filed the Form 25 with the SEC on ~~January~~February 308, 2023. The Common ~~that~~Stock ~~Ms.~~was ~~Bentley~~suspended ~~and~~from ~~Mr.~~listing ~~Krueger~~on ~~will~~the ~~earn~~Nasdaq ~~15,000~~Stock ofMarket after the 30close of trading on February 8,~~000~~ ~~PSUs~~2023. The Company intends to file with the SEC a ~~2022~~Form ~~performance~~15 ~~period~~under the Exchange Act requesting the deregistration of the Common Stock and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

~~As provided~~Item in3.03 ~~the~~Material ~~Agreement~~Modification ~~and Plan of Merger, dated as of December 17, 2022 (as such agreement may be amended from time~~ to ~~time,~~Rights 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~~Security ~~merger as provided in the Merger Agreement~~Holders.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01, and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 2.01, Item 3.03, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and the Company became a wholly-owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosures under the Introductory Note and Item 2.01 are incorporated herein by reference.

In connection with the consummation of the Merger and effective as of the Effective Time, each of Rose Bentley, Mary E. Chowning, Neil E. Cox, Daniel R. Fishback, Edward D. Horowitz, Kenan Lucas, and Robert F. Olson, the members of the Board of Directors of the Company (the “Board”) holding such positions immediately prior to the Effective Time resigned from the Board and from all committees thereof on which such directors served. These changes were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies, or practices. Additionally, effective as of the Effective Time, Rose Bentley, the Company’s Chief Executive Officer, and Thomas A. Krueger, the Company’s Chief Financial Officer, resigned from all director positions with the Company’s subsidiaries.

Pursuant to the Merger Agreement, as of the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. Information regarding the new directors has been previously disclosed on Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, dated January 6, 2023.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s articles of incorporation, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Articles of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Amended and Restated Bylaws”).

Copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated December 17, 2022, by and among Enghouse Interactive, Inc., Cosmos Merger Sub, Inc., and Qumu Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2022).

3.1		Amended and Restated Articles of Incorporation of Qumu Corporation dated February 8, 2023.

3.2		Amended and Restated Bylaws of Qumu Corporation dated February 8, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 30, 2023
Date: February 8, 2023

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