UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): May 9, 2017~~

Date of Report (Date of earliest event reported): June 2, 2017

RIGHTSIDE GROUP, LTD.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	001-36262	32-0415537
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5808 Lake Washington Blvd. NE, Suite 300



5808 Lake Washington Blvd. NE, Suite 300 Kirkland, Washington		98033
(Address of principal executive offices)		(Zip Code)

~~Kirkland~~Registrant’s telephone number, ~~Washington~~including ~~98033~~area code: (425) 298-2500

~~(Address~~Not ofApplicable ~~principal executive offices, including zip code)~~

(~~425~~Former name or former address if changed since last report) ~~289-2500~~

~~(Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item by5.02 ~~check~~Departure ~~mark whether the registrant is an emerging growth company as defined in as defined in Rule 405~~ of ~~the~~Directors ~~Securities~~or ~~Act~~Certain ofOfficers; ~~1933~~Election ~~(§ 230.405~~ of ~~this~~Directors; ~~chapter)~~Appointment ~~or Rule 12b-2~~ of ~~the~~Certain ~~Securities~~Officers; ~~Exchange~~Compensatory ~~Act~~Arrangements of ~~1934~~Certain ~~(§ 240~~Officers.~~12b-2 of this chapter).~~

~~Emerging~~Non-Executive ~~growth~~Chairman ~~company ☒~~Agreement

IfOn anJune ~~emerging~~5, ~~growth~~2017, ~~company~~David E. Panos, ~~indicate~~the byChairman ~~check~~of ~~mark~~the ifboard of directors of Rightside Group, Ltd. (the ~~registrant~~“Company”), ~~has~~entered ~~elected~~into ~~not~~an agreement (the “Chairman Agreement”) with the Company effective June 3, 2017 relating to ~~use~~his services to the ~~extended~~Company ~~transition~~as ~~period~~Chairman, ~~for~~and ~~complying~~in ~~with~~other ~~any~~capacities. The ~~new~~Chairman orAgreement ~~revised~~terminates ~~financial~~on ~~accounting~~the ~~standards~~earlier ~~provided~~of ~~pursuant~~(1) June 3, 2018, (2) the date on which Mr. Panos ceases to ~~Section~~serve 13as Chairman, or (a3) upon 30 days prior written notice by either party. In lieu of cash compensation granted to other non-employee directors of the ~~Exchange~~board ~~Act~~of directors, Mr. ☒ Panos is entitled to annual cash compensation of $110,000. During the term, Mr. Panos (and his spouse and eligible dependents to the extent provided in the applicable plans and programs) are eligible to participate in the health and welfare benefit plans and programs maintained by the Company for the benefit of its employees, including medical, dental and vision insurance plans and programs.

~~Item~~The ~~2.02 Results~~foregoing description of ~~Operations~~the Chairman Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and ~~Financial~~incorporated ~~Condition~~herein by reference.

OnAmendment May 9, 2017, Rightside Group, Ltd. (“Rightside”) issued a press release announcing financial results for its fiscal quarter ended March 31, 2017. The full text of Rightside’s press release is attached as Exhibit 99.1 to ~~this~~Employment ~~Form 8-K and is incorporated by reference herein.~~ Agreement

~~The~~On ~~information~~June in6, ~~this~~2017, ~~Form~~Matt ~~8-K~~Delgado, ~~and~~the ~~Exhibit~~Company’s ~~99.1~~Senior ~~attached~~Vice ~~hereto~~President, ~~shall~~Operations, ~~not~~entered beinto ~~deemed~~an ~~“filed”~~amendment ~~for~~to ~~purposes~~employment ofagreement ~~Section 18 of~~ (the ~~Securities~~“Delgado ~~Exchange~~Amendment”) ~~Act~~with ofthe ~~1934,~~Company aseffective ~~amended,~~April ~~and is not incorporated by reference into any filing of Rightside~~1, ~~whether~~2017 ~~made~~extending ~~before or after~~ the ~~date~~term ~~hereof, regardless~~ of ~~any~~Mr. ~~general~~Delgado’s ~~incorporation~~employment ~~language~~agreement infor ~~such~~four ~~filing~~additional years.

~~Rightside~~The ~~makes~~foregoing ~~reference~~description toof ~~certain~~the ~~non-GAAP~~Delgado ~~financial~~Amendment ~~measures~~is qualified in ~~the~~its ~~press~~entirety ~~release~~by ~~and will make~~ reference to ~~these~~the ~~same~~full ~~measures~~text inof ~~its~~the ~~related~~Agreement, ~~earnings~~a ~~conference~~copy ~~call. A reconciliation~~ of ~~these~~which ~~non-GAAP~~is ~~financial~~filed ~~measures~~as toExhibit ~~the~~10.2 ~~most~~hereto ~~directly~~and ~~comparable~~incorporated ~~GAAP~~herein ~~financial~~by ~~measures is contained in the attached press release~~reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 2, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) at the Woodmark Hotel located at 1200 Carillon Point, Kirkland, Washington 98033. At the Annual Meeting, 18,960,377 shares were represented in person or by proxy, constituting approximately 97% of the Company's outstanding shares as of April 12, 2017, the record date for the Annual Meeting.

Proposal 1 - Election of Class III Directors

Stockholders elected each of the three nominees for Class III directors to serve until the Company’s 2020 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows:


Director Name	Votes For	Votes Withheld	Broker Non-Votes	Percentage of Votes in Favor
Diane M. Irvine	14,854,023	1,987,898	2,118,456	88.20%
Robert J. Majteles	14,849,223	1,992,698	2,118,456	88.17%
Taryn J. Naidu	14,854,023	1,987,898	2,118,456	88.20%

Proposal 2 - Ratification of the Independent Registered Public Accounting Firm

Stockholders ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2017. The voting results were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

Percentage of

Votes in Favor

9,074,355

1,823,240

5,181

—

90.35%

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit No.	Description
99.1		Press Release dated May 9, 2017
10.1	Non-Executive Chairman Agreement between Rightside Group, Ltd. and David E. Panos, dated June 5, 2017.
10.2	Amendment to Employment Agreement between Rightside Group, Ltd. and Matt Delgado, dated June 6, 2017.

SIGNATURES

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

	Rightside Group, Ltd.
Date: June 7, 2017	RIGHTSIDE GROUP, LTD.
	By:	/s/ Taryn J. Naidu
		Taryn J. Naidu
		Chief Executive Officer
Date: May 9, 2017

~~EXHIBIT INDEX~~ 3

Exhibit Number		Description
99.1		Press Release dated May 9, 2017

INDEX TO EXHIBITS


Exhibit No.	Description

10.1	Non-Executive Chairman Agreement between Rightside Group, Ltd. and David E. Panos, dated June 5, 2017.

10.2	Amendment to Employment Agreement between Rightside Group, Ltd. and Matt Delgado, dated June 6, 2017.

Filing Compare · RIGHTSIDE GROUP, LTD.