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DEF 14A 1 qumu2022annualmeetingproxy.htm DEFINITIVE PROXY STATEMENT Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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x	Definitive Proxy Statement
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o	Soliciting Material Pursuant to §240.14a-12

Qumu Corporation
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Qumu Corporation

400 South 4th Street, Suite 401-412

Minneapolis, Minnesota 55415

(612) 638-9100

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 2, 2022

TO THE SHAREHOLDERS OF

QUMU CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Qumu Corporation, a Minnesota corporation, will be held on Thursday, June 2, 2022, at 2:00 p.m. Mountain Time at the offices of Ballard Spahr LLP, One Utah Center, Suite 800, 201 South Main Street, Salt Lake City, Utah 84111-2221, for the following purposes:

1.To elect seven (7) directors to serve until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified;

2.To approve, on a non-binding advisory basis, the compensation paid to our named executive officers;

3.To approve an amendment to the Qumu Corporation Second Amended and Restated 2007 Stock Incentive Plan to increase the number of shares authorized for issuance by 1,200,000 shares;

4.To ratify the appointment of KPMG LLP as the independent registered public accounting firm for Qumu Corporation for the year ending December 31, 2022; and

5.To act on a shareholder proposal relating to the engagement of an investment bank for the sale of Qumu, if properly presented.

Only holders of record of Qumu Corporation’s common stock at the close of business on April 25, 2022 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly to ensure your shares are represented.

By Order of the Board of Directors,

/s/ Rose Bentley

President and Chief Executive Officer

April 29, 2022


WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES IN ONE OF THE WAYS DESCRIBED IN THE PROXY STATEMENT AS PROMPTLY AS POSSIBLE.

IMPORTANT NOTICE REGARDING AVAILABILITY

OF PROXY MATERIALS FOR THE

2022 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, JUNE 2, 2022

We are making our proxy materials available electronically via the internet. You may access the following proxy materials at www.qumu.com by following the link under “About” for “Investor Relations” and then “Annual Shareholder Meeting” or at http://materials.proxyvote.com:

— Notice of 2022 Annual Meeting of Shareholders to be held on Thursday, June 2, 2022;

— Proxy Statement for 2022 Annual Meeting of Shareholders to be held on Thursday, June 2, 2022; and

— Annual Report on Form 10-K for the year ended December 31, 2021.

These proxy materials are available free of charge and will remain available through the conclusion of the Annual Meeting. Additionally, we will not collect information, such as “cookies,” that would allow us to identify visitors to the site.

TABLE OF CONTENTS


Page
PROXY STATEMENT			1
Solicitation of Proxies			1
Cost and Method of Solicitation			1
Attending and Voting at the Annual Meeting			1
Differences Between Shareholder of Record and Beneficial Owners			1
Record Date, Quorum and Voting Requirements			2
Voting Recommendations			2
Casting Your Vote as a Record Holder			3
Casting Your Vote as a Street Name Holder			3
Revoking a Proxy			3
OWNERSHIP OF VOTING SECURITIES BY PRINCIPAL HOLDERS AND MANAGEMENT			3
PROPOSAL 1: ELECTION OF DIRECTORS			5
Voting of Proxies			6
Information Regarding Nominees			6
Voting Required			8
CORPORATE GOVERNANCE			9
Board Independence			10
Committees of the Board and Committee Independence			10
Board Leadership Structure			11
Board’s Role in Risk Oversight			12
Our Environmental, Social and Governance Principles			12
Employee, Officer and Director Hedging			14
Director Nominations and Board Diversity			14
Board Attendance at Board, Committee and Annual Shareholder Meetings			16
Communications With Directors			16
Code of Ethics			16
REPORT OF THE AUDIT COMMITTEE OF THE BOARD			16
EXECUTIVE OFFICERS			17
EXECUTIVE COMPENSATION			17
Explanation of Compensation			18
Consideration of Risk in Compensation			21
Compensation Committee Interlocks and Insider Participation			22
Summary Compensation Table			22
Outstanding Equity Awards at Fiscal Year-End			24
Employment Arrangements with Named Executive Officers and Post-Employment Compensation			24
PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION			27
Vote Required			28
PROPOSAL 3: APPROVAL OF AMENDMENT TO SECOND AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN			29
Amendment and Reasons for Amendment			29
Summary of the 2007 Plan			29
Registration with Securities and Exchange Commission			34
Vote Required			34
DIRECTOR COMPENSATION			34
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			36


Page
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
Vote Required			36
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			36
Accountant Fees and Services			37
Audit Committee Pre-Approval Procedures			37
P ROPOSAL 5: SHAREHOLDER PROPOS AL – ENGAGEMENT OF INVESTMENT BANK FOR SALE OF QUMU			39
S hareholder Proposal			39
S hareholder Supporting Statement			39
Q umu Board Statement and Voting Recommendation			40
V ote Required			40
SHAREHOLDER PROPOSALS FOR 202 3 ANNUAL MEETING			41
OTHER BUSINESS			41
Appendix A: Second Amended and Restated 2007 Stock Incentive Plan, as amended through February 24, 2022			A-1

iii


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percent of Outstanding
Harbert Discovery Fund, LP (2) 2100 Third Avenue North, Suite 600 Birmingham, AL 35203	1,738,884	9.7%
Bruce Grossman (3) c/o Dillon Hill Capital LLC 200 Business Park Drive, Suite 306 Armonk, NY 10504	1,156,020	6.5%
Roumell Asset Management LLC (4) 2 Wisconsin Circle, Suite 700 Chevy Chase, MD 20815	1,098,552	6.2%
Rose Bentley (5)(6)	13,236	*
Neil E. Cox (5)	68,967	*
Mary E. Chowning (5)	54,967	*
Daniel R. Fishback (5)(7)	124,659	*
Edward D. Horowitz (5)	64,000	*
Kenan Lucas (5)(8)	1,753,851	9.8%
Robert F. Olson (5)(9)	159,372	*
Thomas A. Krueger (10)	—	*
Matthew Walker (10)(12)	11,780	*
TJ Kennedy (5)(6)(10)	183,564	1.0%
Jason Karp (10)(11)	82,500	*
David G. Ristow (10)(13)	—	*
All current executive officers and directors as a group (8 persons)	2,239,052	12.5%


Board Diversity Matrix (As of April 29, 2022)
Total Number of Directors	7
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	5	0	0
Part II: Demographic Background
White	2	5	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0


Name and Position	Year	Salary		Bonus (1)		Stock Awards (2)		Option Awards (2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total
TJ Kennedy (5) President and Chief Executive Officer	2021	$	375,000	$	—	$	433,920	$	—	$	—	$	16,731	$	825,651
TJ Kennedy (5) President and Chief Executive Officer	2020	$	156,250	$	—	$	—	$	1,309,791	$	101,096	$	9,133	$	1,576,270
Thomas A. Krueger (6) Chief Financial Officer	2021	$	21,731	$	—	$	—	$	244,925	$	—	$	1,232	$	267,888
Jason Karp (7) Chief Commercial Officer/Chief Counsel	2021	$	320,833	$	—	$	284,760	$	—	$	—	$	9,605	$	615,198
Matthew Walker (8) Corporate Controller	2021	$	172,996	$	22,801	$	—	$	—	$	23,557	$	23,175	$	242,529
David G. Ristow (9) Chief Financial Officer	2021	$	212,500	$	—	$	284,760	$	—	$	—	$	19,243	$	516,503
	2020	$	300,000	$	54,000	$	500,309	$	—	$	90,000	$	25,315	$	969,624
	2019	$	300,000	$	—	$	—	$	—	$	58,710	$	23,510	$	382,220


Name	Year	Matching Contributions to 401(k) Plan		Insurance Premiums		Office Technology Stipend
TJ Kennedy	2021	$	8,700	$	7,243	$	788
TJ Kennedy	2020	$	4,220	$	4,838	$	75
Thomas A. Krueger	2021	$	375	$	792	$	65
Jason Karp	2021	$	8,700	$	117	$	788
Matthew Walker	2021	$	4,550	$	17,837	$	788
David G. Ristow	2021	$	5,972	$	12,756	$	515
	2020	$	8,550	$	16,690	$	75
	2019	$	7,976	$	15,534	$	—


	Option Awards				Stock Awards
Name	Number of securities underlying unexercised options exercisable	Number of securities underlying unexercised options unexercisable (1)	Option exercise price ($)	Option expiration date (1)	Number of shares or units of stock that have not vested	Market value of shares or units of stock that have not vested (1) (2)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (3)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (2)
TJ Kennedy	152,564	305,128	$4.90	7/22/2027	—	—		—	—
	—	—	—	—	—	—		48,000	$	101,760
Thomas A. Krueger	200,000	—	$2.12	12/6/2028	—	—		—	—
Jason Karp	150,000	50,000	$4.90	11/12/2027	—	—		—	—
	—	—	—	—	—	—		31,500	$	66,780
Matthew Walker	4,000	—	$2.72	11/9/2023	—	—		—	—
	5,250	1,750	$2.28	5/15/2025	—	—		—	—
	—	—	—	—	2,100	$	4,452	—	—


Term			Definition
Cause			•The failure by the executive officer to use his or her best efforts to perform the material duties and responsibilities of his or her position or to comply with any material policy or directive Qumu has in effect from time to time, provided the executive officer shall have received notice of such failure and have failed to cure the same within thirty days of such notice. •Any act on the part of the executive officer which is harmful to the reputation, financial condition, business or business relationships of Qumu, including, but not limited to, conduct which is inconsistent with federal or state law respecting harassment of, or discrimination against, any Qumu employee or harmful to the reputation or business relationships of the executive officer. •A material breach of the executive officer’s fiduciary responsibilities to Qumu, such as embezzlement or misappropriation of Qumu funds, business opportunities or properties, or to any of our customers, vendors, agents or employees. •Conviction of, or guilty plea or nolo contendere plea by the executive officer to a felony or any crime involving moral turpitude, fraud or misrepresentation. •A material breach of the executive officer’s Nondisclosure and Noncompetition Agreement with Qumu.
Good Reason			Good Reason for the twelve-month period following a Change in Control shall mean, without the executive officer’s express written consent, any of the following: (i) a material diminution of the executive officer’s authority, duties or responsibilities with respect to his or her position immediately prior to the Change in Control, or (ii) a material reduction in the executive officer’s base compensation as in effect immediately prior to the Change in Control; (iii) a material reduction in the executive officer’s opportunity to earn a cash bonus under the annual short-term incentive compensation plan of Qumu in which he or she participates as in effect immediately prior to the Change in Control (for the avoidance of doubt, specifically excluding any reduction in the executive officer’s opportunity to earn a cash bonus under any long-term incentive compensation plan of Qumu in which he or she participates); (iv) a material reduction in the authority of the person to whom the executive officer reports (or a change in the executive officer’s reporting directly to the Board of Directors, if applicable); (v) a material change in the geographic location at which the executive officer must perform services for Qumu; and (vi) any other action or inaction that constitutes a material violation of the agreement by Qumu; provided that no such termination for Good Reason shall be effective unless: (A) the executive officer provides written notice to the Chair of the Board of Directors of the existence of a condition specified in paragraphs (i) through (vi) above within 90 days of the initial existence of the condition; (B) Qumu does not remedy such condition within 30 days of the date of such notice; and (C) the executive officer terminates his or her employment within 90 days following the last day of the remedial period described above.


Term			Definition
Change in Control			Change in Control of Qumu shall mean a change in control which would be required to be reported in response to Item 5.01 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Qumu is then subject to such reporting requirement, including without limitation, if: •any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of Qumu representing 20% or more of the combined voting power of Qumu’s then outstanding securities (other than an entity owned 50% or greater by Qumu or an employee pension plan for the benefit of the employees of Qumu); •there ceases to be a majority of the Board of Directors comprised of (A) individuals who, on the date of the letter agreement, constituted the Board of Directors of Qumu; and (B) any new director who subsequently was elected or nominated for election by a majority of the directors who held such office prior to a Change in Control; or •Qumu disposes of at least 75% of its assets, other than (X) to an entity owned 50% or greater by Qumu or any of its subsidiaries, or to an entity in which at least 50% of the voting equity securities are owned by the shareholders of Qumu immediately prior to the disposition in substantially the same percentage or (Y) as a result of a bankruptcy proceeding, dissolution or liquidation of Qumu.


Features			Description
Plan Term			•stock incentives may not be granted after the term of the 2007 Plan, which ends on May 10, 2028
Eligible Participants			•employees, including executive officers, of Qumu and any subsidiary as determined by the Compensation Committee •members of the Board of Directors •service providers to us or any of our subsidiaries


Features			Description
Shares Available for Future Grant			•After the Annual Meeting and assuming this Proposal 3 is approved, the sum of (a) 1,200,000, (b) the number of shares remaining available under the 2007 Plan immediately prior to the date of the Annual Meeting (as of April 25, 2022, 1,154,098 shares were available for the grant of awards under the 2007 Plan), and (c) any shares subject to awards outstanding under the 2007 Plan on the date of the Annual Meeting that are forfeited, terminated or cancelled (as of April 25, 2022, awards covering a total of 1,308,131 shares were outstanding under the 2007 Plan).
Individual Share Limits			•up to 25,000 shares for all stock incentive awards to any non-employee director elected or re-elected at a meeting •up to 300,000 shares per employee or service provider per year under all stock incentives
No Liberal Share “Recycling”			•any shares surrendered to pay the exercise price of an option or shares withheld by us or tendered to us to satisfy tax withholding obligations of a participant with respect to any award will not be added back (“recycled”) to the shares authorized under the 2007 Plan
Types of Awards			•incentive and non-qualified stock options with an exercise period no longer than ten years, •restricted stock and restricted stock units, •stock appreciation rights, •performance stock and performance units, •other stock-based awards or cash.
Vesting and Exercise			•determined by Compensation Committee based on service (time vesting) or upon achievement of performance targets (performance vesting) or both •minimum one year vesting and minimum one year period of restriction, and all non-performance awards vest upon a change in control
Permissible Features			•forfeiture and recoupment of prior award values for financial mismanagement or other breaches of policies or agreements with us, such as a non-compete or non-disclosure agreement •we will hold restricted stock and restricted stock units until restrictions lapse •dividend and dividend equivalents on awards may be paid currently or deferred, except that for performance based awards, dividends and dividend equivalents may only paid at such time as the performance standard has been met •options may be exercised with previously acquired shares


Features			Description
Repricing Prohibited			•2007 Plan explicitly prohibits repricing of any stock option or stock appreciation right
Features Not Permitted without Shareholder Approval			•increase the number of shares reserved for awards in the 2007 Plan •extend the maximum life of the 2007 Plan or the maximum exercise period •decrease the minimum exercise price of an award •change the designation of participants eligible to participate in the 2007 Plan


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Total
Mary E. Chowning	$	52,000	$	79,999	$	131,999
Neil E. Cox	$	61,000	$	79,999	$	140,999
Daniel R. Fishback	$	50,000	$	79,999	$	129,999
Edward D. Horowitz	$	50,000	$	79,999	$	129,999
Kenan Lucas	$	44,000	$	79,999	$	123,999
Robert F. Olson	$	45,000	$	79,999	$	124,999


Type of Fees	2021		2020
Audit Fees (1)	$	385,000	$	278,673
Audit-Related Fees (2)	$	84,400	$	65,625
Tax Fees (3)	$	95,140	$	—
All Other Fees (4)	$	—	$	—
Total	$	564,540	$	344,298

SEC Form DEF 14A filed by Qumu Corporation