Item 10. Directors, Executive Officers,
and Corporate Governance.
Item 10 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:
"
Information Concerning Former
Directors and Former Executive Officers
Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.
Although they are
no longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to corporate governance
and director and executive compensation for the 2012 fiscal year.
Except as otherwise
provided herein or required by context, information herein concerning directors and executive officers is provided as to the persons
who are as of the filing hereof directors and executive officers of the Company.
Directors
The following table
provides information as of September 16, 2013 as to each person who is as of the filing hereof a director of the Company:
Name
|
Age
|
Term
|
Class
|
Next
Election
|
Director
Since
|
Other
Offices and Positions
|
Michael
Onghai
|
43
|
(1)
|
I
|
2015
|
January
14, 2013
|
Chief
Executive Officer, President, and Secretary
(2)
|
Christian
Chan
|
40
|
(1)
|
II
|
2013
|
January
14, 2013
|
Chairman
(3) (4)
|
Paul
Pelosi Jr.
|
44
|
(1)
|
II
|
2013
|
January
14, 2013
|
(4)
|
Thorsten
Weigl
|
37
|
(1)
|
III
|
2014
|
January
14, 2013
|
(4)
|
|
*
|
|
|
(1)
|
The directors are divided into three classes. Each
director holds office until the next election of the class for which such director has been chosen and until such director's
successor is elected and qualified or such director's earlier death, resignation, or removal.
|
|
|
|
|
(2)
|
Chief Executive Officer and President since January 25, 2013
and Secretary since April 25, 2013.
|
|
|
|
|
(3)
|
Chairman of the board of directors since January 25, 2013.
|
|
|
|
|
(4)
|
Such director holds one or more board committee positions as
provided in the following table:
|
|
Audit
|
Compensation
|
Nominating
|
|
|
Committee
|
Committee
|
Committee
|
|
Name
|
Member
|
Chair
|
Member
|
Chair
|
Member
|
Chair
|
Position
Since
|
Christian Chan
|
X
|
X
|
X
|
X
|
X
|
|
January
25, 2013
|
Paul
Pelosi Jr.
|
X
|
|
X
|
|
X
|
X
|
January
25, 2013
|
Thorsten
Weigl
|
X
|
|
X
|
|
X
|
|
January
25, 2013
|
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
Executive Officers
The following table
provides information as of September 16, 2013 as to each person who is as of the filing hereof an executive officer of the Company:
Name
|
Age
|
Term
|
Principal
Position
|
Position
Since
|
Other
Offices and Positions
|
Michael
Onghai
|
43
|
(1)
|
Chief
Executive Officer
|
January
25, 2013
|
Director,
President, and Secretary
(2)
|
|
*
|
|
|
(1)
|
Each officer is chosen and holds office for such term as prescribed
by the bylaws or determined by the board and until such officer's successor is elected and qualified or such officer's earlier
death, resignation, or removal.
|
|
|
|
|
(2)
|
Director since January 14, 2013, President since January 25,
2013, and Secretary since April 25, 2013.
|
No Family Relationships
There is no family
relationship between any director or executive officer or among any directors or executive officers.
Business Experience and Background
of Directors and Executive Officers
Christian Chan
has been a director since January 14, 2013 and Chairman of the board of directors since January 25, 2013 and holds other positions
with the Company as provided herein. For more than the past five years, Mr. Chan has been a private investor and an independent
portfolio manager and adviser to family offices and value-oriented investment funds. Mr. Chan is a director of funds affiliated
with Argyle Street Management Limited, an SEC-registered investment adviser. Mr. Chan holds a B.A.S. and a M.S. from Stanford
University.
Michael Onghai
has been a director since January 14, 2013 and Chief Executive Officer since January 25, 2013 and holds other positions with
the Company as provided herein.
For more than the past five years, Mr. Onghai has been a private investor and an investment
manager, including as
the principal of Snowy August Management LLC, a value-oriented alternative investment manager
he founded in 2011, and, prior to 2011, as a principal and portfolio manager of Ibis Management LLC, an investment management
firm he joined in 2003.
Mr. Onghai is a Chartered Financial Analyst and the founder of AppAddictive, a venture capital-sponsored
social media digital holding company.
Mr. Onghai holds a B.S. in Computer Science and Engineering from UCLA.
Paul Pelosi Jr.
has been a director since January 14, 2013 and holds other positions with the Company as provided herein.
For more than the past five years, Mr. Pelosi has been a private investor and an independent adviser to emerging and Fortune 500
companies, including as to finance, infrastructure, sustainability, security, and public policy matters.
Mr. Pelosi holds
a B.A. and a J.D./M.B.A. from Georgetown University.
Thorsten Weigl
has been a director since January 14, 2013 and holds other positions with the Company as provided herein.
For more than the past five years, Mr. Weigl has been a private investor and the Chief Executive Officer of Solom GmbH,
an asset management company. Mr. Weigl oversees one of Germany's largest intellectual property portfolios and has managed investments
in internet and technology companies since 1998.
Other Directorships
The following table
provides information as to certain other public company directorships held by the directors as of the filing hereof or during
the past five years:
Name
|
Other
Directorships
|
Michael
Onghai
|
Director
of MGT Capital Investments, Inc.
|
Paul
Pelosi, Jr.
|
Director
of
Cereplast Inc.; and former director of
Natural Blue Resources,
Inc
|
Director Independence
The Company has determined
that each director (other than Mr. Onghai), including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
Board Committees
The board has designated
committees, including a standing audit committee, compensation committee, and nominating and governance committee. Each committee
member is designated by the board or as provided by the bylaws of the Company. Each committee member is identified under "Directors"
herein.
Committee Member Independence
The Company has determined
that each committee member, including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent" as defined
by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.
Audit Committee
The
Company
has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the
Exchange Act. Each audit committee member is identified under "Directors" herein.
Audit Committee Financial Expert
The board of directors
has determined that the Company has at least one audit committee financial expert serving on the audit committee. The board has
determined that Mr. Chan is an audit committee financial expert and "independent" as independence for audit committee
members is defined in the applicable listing standards of The NASDAQ Stock Market LLC.
Nominating Committee
The nominating committee
has concluded that each person who is a director should continue to serve as a director as of the filing hereof in light of the
business and structure of the Company and the specific experience, qualifications, attributes, and skills of such person. The
following table provides information, for each such person, as to the specific experience, qualifications, attributes, and skills
that led the nominating committee to conclude that such person should continue to serve as a director as of the filing hereof:
Name
|
Specific
Experience, Qualifications, Attributes, and Skills
|
Christian
Chan
|
Experience as a director and managing
investments and with other investment and financial matters and financial expertise as an investment adviser.
|
Michael
Onghai
|
Experience as a director and developing
and buying and selling public and private technology companies and financial expertise as an investment adviser and Chartered
Financial Analyst.
|
Paul
Pelosi, Jr.
|
Experience as a director and executive
officer of a public company and as an independent adviser to public and private financial institutions and leadership
and governance skills.
|
Thorsten
Weigl
|
Experience as an executive and
entrepreneur and managing intellectual property assets and investments in internet and technology companies.
|
Procedures for Security Holders to
Recommend Nominees for Election as Directors
There have been no
material changes to the procedures by which security holders may recommend nominees to the board of directors since the Company
last described such procedures or any material changes thereto.
Company Policy as to Director Attendance
at Annual Meetings of Stockholders
The Company's policy
encourages board members to attend annual meetings of stockholders.
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of the
Exchange Act requires each person who is a director or officer or beneficial owner of more than 10% of the common stock of the
Company to file reports in connection with certain transactions. To the knowledge of the Company, based solely upon a review of
forms and representations furnished to the Company during or with respect to the most recent completed fiscal year, no person
who was subject to Section 16 at any time during such fiscal year failed to file on a timely basis, as disclosed in such forms,
reports required by Section 16(a) during such fiscal year or prior fiscal years
.
Code of Ethics
The
Company
has adopted a code of ethics that applies to the Company's principal executive officer, principal financial officer,
principal accounting officer or controller, and persons performing similar functions. The Company has posted the code of ethics
on the Company's Internet website at http://www.looksmart.com/corporate-governance. The Company intends to satisfy the disclosure
requirement under Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of the code of ethics by posting
such information on the Company's Internet website.
Information Concerning Former Directors
Each person who was a director of the Company
during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders, and Timothy Wright, has
been terminated for cause or removed for cause or otherwise ceased to hold any office or position with the Company.
Although they are no
longer directors, certain information herein is provided as to the former directors, including certain information as to corporate
governance for the 2012 fiscal year.
2012 Director Independence
As to the persons
who served as directors during any part of the last completed fiscal year, the Company has determined that each such former director
(other than Mr. Dexmier), including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.
2012 Board Committees
The following table
provides information as to each person who was a member of any committee of the board of directors during the last completed fiscal
year:
|
Audit
Committee
|
Compensation
Committee
|
Nominating
Committee
|
Special
Committee
|
Name
|
Member
|
Chair
|
Member
|
Chair
|
Member
|
Chair
|
Member
|
Chair
|
Anthony Castagna
|
X
|
X
|
|
|
|
|
|
|
Teresa
Dial
|
|
|
|
|
|
|
|
|
Scott
Kauffman
|
|
|
X
|
X
|
X
|
|
X
|
X
|
Mark
Sanders
|
X
|
|
|
|
X
|
X
|
X
|
|
Timothy
Wright
|
X
|
|
X
|
X
|
|
|
X
|
|
2012 Board Committee Member Independence
As to the persons
who served as committee members during any part of the last completed fiscal year, the Company has determined that each such former
committee member, including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.
2012 Board and Committee Meetings
The following table
provides information as to the number of board and committee meetings held during the last full fiscal year:
|
Board
|
Audit
Committee
|
Compensation
Committee
|
Nominating
Committee
|
Special
Committee
|
Meetings
|
20
|
6
|
4
|
3
|
3
|
Each person who was
a director during the last full fiscal year attended at least 75% of the aggregate of the total number of board meetings held
during such fiscal year (or any part thereof during which such person was a director) and the total number of committee meetings
held by all committees on which such person served during such fiscal year (or any part thereof during which such person served
on any committee).
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
2012 Director Attendance at 2012 Annual
Meeting of Stockholders
Three members of the
board of directors attended the 2012 annual meeting of stockholders."
Item 11. Executive Compensation.
Item 11 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:
"
Information Concerning Former
Executive Officers
Each person who was
an executive officer of the Company during the 2012 fiscal year, including Jean-Yves Dexmier and William O'Kelly, has been terminated
for cause or removed for cause or otherwise ceased to hold any office or position with the Company.
Although they
are no longer executive officers, certain information herein is provided as to the former executive officers, including
information concerning executive compensation for the 2011 and 2012 fiscal years.
2012 Named Executive Officer Compensation
The
following table provides information as to the
compensation of each named executive officer ("2012 Named
Executive Officer") for each of the last two completed fiscal years:
2012 Summary Compensation Table
Name
[
Principal Position
]
|
Year
|
Salary
|
Bonus
|
Option
Awards
(1)
|
All
Other
Compensation
|
Total
|
|
|
|
|
|
|
|
Jean-Yves
Dexmier
|
2012
|
-
|
-
|
-
|
$480,750
(2) (3)
|
$480,750
(2) (3)
|
[
Chief
Executive Officer
]
|
2011
|
-
|
-
|
$6,446
(4)
|
$492,000
(5) (6)
|
$498,446
(5) (6)
|
|
|
|
|
|
|
|
William
O'Kelly
|
2012
|
$250,000
|
-
|
-
|
-
|
$250,000
|
[
Chief
Financial Officer
]
|
2011
|
$239,538
(7)
|
$11,717
|
$161,748
(8)
|
$9,000
(9)
|
$422,003
|
|
*
|
|
|
(1)
|
R
epresents
aggregate grant date fair value (computed in accordance with FASB ASC Topic 718), subject to valuation assumptions discussed
in
Note 10 to the financial statements filed as part hereof.
|
|
|
|
|
(2)
|
Paid to Napa Valley Linens, a table linen rental
business operated by Mr. Dexmier's spouse
. See Item 14 hereof.
|
|
|
|
|
(3)
|
Includes $48,750 otherwise payable to Mr. Dexmier
as director fees. See "Director Compensation."
|
|
|
|
|
(4)
|
Represents option granted to Mr. Dexmier on October 4, 2011
as director compensation.
|
|
|
|
|
(5)
|
Includes $432,000 paid to Napa Valley Linens. See
Item 14 hereof.
|
|
|
|
|
(6)
|
Includes $60,000 paid to Mr. Dexmier as director
fees.
|
|
|
|
|
(7)
|
Represents
salary from January
17, 2011 through December 31, 2011.
|
|
|
|
|
(8)
|
Represents option granted to Mr. O'Kelly on
February 11, 2011 as employment inducement.
|
|
|
|
|
(9)
|
Represents consulting fees from January 1, 2011 through January
16, 2011.
|
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
The following
table provides information as to the equity awards of each 2012 Named Executive Officer outstanding as of the end of the last
completed fiscal year:
2012 Named Executive
Officers - Outstanding Equity Awards at Fiscal Year-End Table
Name
|
Option
Grant
Date
|
Option
Shares (#)
Exercisable
|
Option
Shares (#)
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
*
|
Jean-Yves
Dexmier
|
August
9, 2007
|
17,000
|
-
|
$2.62
|
August
9, 2017
|
(1)
(2)
|
Jean-Yves
Dexmier
|
August
9, 2007
|
2,250
|
-
|
$2.62
|
August
9, 2017
|
(1)
(2)
|
Jean-Yves
Dexmier
|
March
24, 2009
|
4,500
|
-
|
$1.02
|
March
24, 2019
|
(1)
(2)
|
Jean-Yves
Dexmier
|
May
17, 2009
|
9,000
|
-
|
$1.42
|
May
17, 2019
|
(1)
(2)
|
Jean-Yves
Dexmier
|
August
3, 2009
|
9,000
|
-
|
$1.23
|
August
3, 2016
|
(1)
(2)
|
Jean-Yves
Dexmier
|
August
6, 2010
|
9,000
|
-
|
$1.50
|
August
6, 2017
|
(1)
(2)
|
Jean-Yves
Dexmier
|
August
6, 2010
|
181,250
|
118,750
|
$1.50
|
August
6, 2017
|
(2)
(3)
|
Jean-Yves
Dexmier
|
October
4, 2011
|
9,000
|
-
|
$1.39
|
October
4, 2018
|
(1)
(2)
|
William
O'Kelly
|
February
11, 2011
|
97,500
|
82,500
|
$1.79
|
February
11, 2018
|
(3)
(4)
|
|
*
|
|
|
(1)
|
Granted as director compensation and vested
immediately.
|
|
|
|
|
(2)
|
F
orfeited
(unexercised) on April 28, 2013 as a result of termination of service on January 28, 2013.
|
|
|
|
|
(3)
|
Granted subject to v
esting
of 25% after one year and thereafter in equal monthly installments over three years.
|
|
|
|
|
(4)
|
F
orfeited
(unexercised) on July 25, 2013 as a result of termination of service on April 25, 2013.
|
2012 Post-Termination
Compensation or Benefits
Except as
otherwise provided herein, the Company has no employment, severance, change of control, or other agreement with any 2012
Named Executive Officer that provides for any payment to such 2012 Named Executive Officer at, following, or in
connection with the resignation, retirement, or other termination of such 2012 Named Executive Officer or a change in control
of the Company.
Information Concerning Former Directors
Each person who was a director of the Company
during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders, and Timothy Wright, has
been terminated for cause or removed for cause or otherwise ceased to hold any office or position with the Company.
Although they are no
longer directors, certain information herein is provided as to the former directors, including information concerning director
compensation for the 2012 fiscal year.
2012 Director Compensation
The following table
provides information as to the compensation of directors for the last completed fiscal year:
Name
|
Fees
Paid in Cash
(1)
|
Option
Awards
(2) (3)
|
Total
|
Anthony
Castagna
|
$55,000
|
-
|
$55,000
|
Jean-Yves
Dexmier
|
$48,750
(4)
|
-
|
$48,750
(4)
|
Teresa
Dial
|
-
|
$6,315
|
$6,315
|
Scott
Kauffman
|
$144,875
|
-
|
$144,875
|
Mark
Sanders
|
$86,375
|
-
|
$86,375
|
Timothy
Wright
|
$79,375
|
-
|
$79,375
|
Total:
|
$414,375
|
$6,315
|
$420,690
|
|
*
|
|
|
|
(1)
|
See the "2012 Directors - Fees Paid in Cash" table
provided herein.
|
|
|
|
|
|
|
(2)
|
R
epresents
aggregate grant date fair value (computed in accordance with FASB ASC Topic 718), subject to valuation assumptions discussed
in
Note 10 to the financial statements filed as part hereof.
|
|
|
|
|
|
|
(3)
|
See the "2012 Directors - Outstanding Equity Awards at
Fiscal Year-End" table provided herein.
|
|
|
|
|
|
|
(4)
|
Paid to Napa Valley Linens, a table linen rental
business operated by Mr. Dexmier's spouse. See Item 14 hereof.
|
|
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
The
following table provides information as to the fees paid in cash to the directors for the last completed fiscal year:
2012 Directors - Fees
Paid in Cash
|
Standard
Director Compensation Arrangements for 2012
|
|
|
|
$30,000
|
$30,000
|
$15,000
|
$10,000
|
$15,000
|
$6,000
|
$9,000
|
$2,000
|
$5,000
|
|
|
|
|
|
Lead
|
Audit
|
Audit
|
Comp.
|
Comp.
|
Nom.
|
Nom.
|
|
|
|
Board
|
Board
|
Ind.
|
Comm.
|
Comm.
|
Comm.
|
Comm.
|
Comm.
|
Comm.
|
|
|
Name
|
Member
|
Chair
|
Director
|
Member
|
Chair
|
Member
|
Chair
|
Member
|
Chair
|
Other
(1)
|
Total
|
Anthony
Castagna
|
$30,000
|
-
|
-
|
$10,000
|
$15,000
|
-
|
-
|
-
|
-
|
-
|
$55,000
|
Jean-Yves
Dexmier
|
$30,000
|
$18,750
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$48,750
|
Teresa
Dial
|
$30,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
$0.00
|
Scott
Kauffman
|
$30,000
|
$11,250
|
-
|
-
|
-
|
$6,000
|
$5,625
|
$2,000
|
-
|
$90,000
|
$144,875
|
Mark
Sanders
|
$30,000
|
-
|
$9,375
|
$10,000
|
-
|
-
|
-
|
$2,000
|
$5,000
|
$30,000
|
$86,375
|
Timothy
Wright
|
$30,000
|
-
|
-
|
$10,000
|
-
|
$6,000
|
$3,375
|
-
|
-
|
$30,000
|
$79,375
|
Total:
|
$150,000
|
$30,000
|
$9,375
|
$30,000
|
$15,000
|
$12,000
|
$9,000
|
$4,000
|
$5,000
|
$150,000
|
$414,375
|
|
*
|
|
|
(1)
|
Represents fees paid to the members of a Special Committee,
which held three meetings in 2012.
|
The following table
provides information as to the equity awards of each director outstanding as of the end of the last completed fiscal year:
2012 Directors - Outstanding
Equity Awards at Fiscal Year-End
Name
|
Option
Shares (#)
Exercisable
|
Option
Shares (#)
Unexercisable
|
*
|
Anthony
Castagna
|
247,785
|
-
|
(1)
|
Jean-Yves
Dexmier
|
241,000
|
118,750
|
(1)
|
Teresa
Dial
|
376,005
|
-
|
(1)
|
Scott
Kauffman
|
151,863
|
-
|
(1)
|
Mark
Sanders
|
9,444
|
7,556
|
(1)
|
Timothy
Wright
|
158,202
|
-
|
(1)
|
|
*
|
|
|
(1)
|
F
orfeited
(unexercised) after the fiscal year-end as a result of termination of service.
"
|
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
Item 12 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:
"The following
table provides information as of September 12, 2013 as to the common stock of the Company beneficially owned by all directors
and nominees, directors and executive officers as a group, and each person known to the Company to beneficially own more than
5% of the common stock:
Beneficial Ownership Table
Name
and Address of Beneficial Owner
(1)
|
Shares
|
Percent
of
Class
|
*
|
Michael
Onghai
|
9,310,959
|
53.8%
|
(2)
|
Thorsten
Weigl
|
548,309
|
3.2%
|
(3)
|
Christian
Chan
|
0
|
0.0%
|
|
Paul
Pelosi Jr.
|
0
|
0.0%
|
|
Directors
and executive officers as a group (4 persons):
|
9,844,268
|
57.0%
|
|
Platinum
Partners Value Arbitrage Fund L.P.
|
1,728,000
|
9.9%
|
(4)
|
Renaissance
Technologies LLC
|
952,100
|
5.5%
|
(5)
|
Dimensional
Fund Advisors LP
|
944,492
|
5.5%
|
(6)
|
|
*
|
|
|
(1)
|
To the Company's knowledge
,
except as otherwise provided herein,
each person named herein as a beneficial owner of securities
has sole voting and investment power as to such securities and such person's address is c/o LookSmart, Ltd.,
555 California
Street, Suite 324, San Francisco, California 94104.
|
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
|
(2)
|
Represents securities owned or held
by or for the account of other persons as portfolio securities, which may be deemed to be b
eneficially
owned directly by Snowy August Management LLC, as an investment manager to such persons, and indirectly by Mr. Onghai, as
the President of Snowy August Management.
|
|
|
|
|
(3)
|
Represents securities which may be deemed to be
b
eneficially owned directly by Solom GmbH and indirectly by Mr. Weigl, as the Chief Executive
Officer of Solom GmbH.
|
|
|
|
|
(4)
|
According to the
Schedule
13G/A filed January 17, 2013 by such persons with the Commission, such securities are beneficially owned (and voting and investment
power as to such securities is shared) by Platinum Partners Value Arbitrage Fund L.P., Platinum Management (NY) LLC, Uri Landesman,
and Mark Nordlicht and
the address of such persons is
152 West 57th Street, 54th Floor,
New York, New York 10019.
|
|
|
|
|
(5)
|
According to the Schedule 13G/A filed February 12, 2013 by such
persons with the Commission, such securities are beneficially owned by Renaissance Technologies LLC and Renaissance Technologies
Holdings Corporation and the address of such persons is 800 Third Avenue, New York, New York 10022.
|
|
|
|
|
(6)
|
According to the
Schedule
13G/A filed February 11, 2013 by such person with the Commission, the address of such person is Palisades West, Building One,
6300 Bee Cave Road, Austin, Texas 78746.
|
Information Concerning
Former Executive Officers
Each person who was
an executive officer of the Company during the 2012 fiscal year, including Jean-Yves Dexmier and William O'Kelly, has been terminated
for cause or removed for cause or otherwise ceased to hold any office or position with the Company.
Although they are no
longer executive officers, certain information herein is provided as to the former executive officers, including certain information
as to beneficial ownership.
The following table provides information
as of September 16, 2013 as to the common stock of the Company beneficially owned by each 2012 Named Executive Officer:
2012 Named Executive Officer - Beneficial
Ownership Table
2012
Named Executive Officers
|
Shares
|
Percent
of
Class
|
Jean-Yves
Dexmier
|
0
|
0.0%
|
William
O'Kelly
|
0
|
0.0%
|
Information Concerning Former Directors
and Former Executive Officers
Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.
Although they are no
longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to equity compensation plans approved or administered by such former directors and former
executive officers and options approved or granted by or to such former directors or former executive officers.
The following
table provides information
as of the end of the most recently completed fiscal year with respect to compensation plans
under which equity securities of the Company are authorized for issuance:
2012 Equity
Compensation Plan Information
|
Securities
(#)
to
be
Issued
upon
Exercise of
Outstanding
Options
|
Weighted-Average
Exercise
Price of
Outstanding
Options
|
Securities
(#)
Remaining
Available
for
Future Issuance under
Equity
Compensation Plans
|
Equity
compensation
plans
approved
by security holders
|
2,114,446
|
$2.47
|
1,856,813
|
Equity
compensation
plans
not
approved by security holders
|
-
|
-
|
-
|
Total:
|
2,114,446
|
$2.47
|
1,856,813
|
The current directors of the Company have not approved or granted any equity compensation plan or options."
Item 13. Certain Relationships and
Related Transactions and Director Independence.
Item 13 of the Existing
Form 10-K is hereby amended and restated in its entirety as follows:
"
Director
Independence
The Company has determined
that each director (other than Mr. Onghai), including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.
LookSmart, Ltd. - Form 10-K/A-1 -
September 16, 2013
Committee Member Independence
The Company has determined
that each committee member, including Christian Chan, Paul Pelosi, Jr., and Thorsten Weigl, is "independent" as defined
by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC.
Information Concerning Former Directors
Each person who was
a director of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, Mark Sanders,
and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased to hold any office or position with
the Company.
Although they are no
longer directors, certain information herein is provided as to the former directors, including certain information as to the independence
of such former directors.
2012 Director Independence
As to the persons who
served as directors during any part of the last completed fiscal year, the Company has determined that each such former director
(other than Mr. Dexmier), including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable director independence standards of The NASDAQ Stock Market LLC.
2012 Board Committee Member Independence
As to the persons who
served as committee members during any part of the last completed fiscal year, the Company has determined that each such former
committee member, including Anthony Castagna, Teresa Dial, Scott Kauffman, Mark Sanders, and Timothy Wright, was "independent"
as defined by, and determined under, the applicable board committee independence standards of The NASDAQ Stock Market LLC
.
Information Concerning Former
Directors and Former Executive Officers
Each person who was
a director or executive officer of the Company during the 2012 fiscal year, including Anthony Castagna, Jean-Yves Dexmier, Scott
Kauffman, William O'Kelly, Mark Sanders, and Timothy Wright, has been terminated for cause or removed for cause or otherwise ceased
to hold any office or position with the Company.
Although they are no
longer directors or executive officers, certain information herein is provided as to the former directors and former executive
officers, including certain information as to related party transactions reviewed or approved by such former directors or former
executive officers and related party transactions in which such former directors or former executive officers or a family member
of any such former director or former executive officer had or has an interest.
Certain Relationships and Related Transactions
During 2012,
the Company paid fees to Dexline Inc. dba
Napa
Valley Linens.
Napa Valley Linens was and is a table linen rental business owned or operated directly or indirectly by
Mr. Dexmier and Mr. Dexmier's spouse, Sharon Dexmier, and possibly one or more other family members of Mr. Dexmier. According to
public information, Sharon Dexmier is the President of Napa Valley Linens and Mr. Dexmier was or is the Secretary and Treasurer
of Napa Valley Linens and the registered agent of Napa Valley Linens in the State of California.
The following
table provides information as to fees
that the former directors and executive officers, including
Anthony Castagna, Jean-Yves Dexmier, Scott Kauffman, William O'Kelly, Mark Sanders, and Timothy
Wright,
caused the Company to pay to Napa Valley Linens
for the last completed fiscal
year:
2012 Fee Payments to Napa Valley Linens
Related
Party
|
Year
|
Table
Linen
Rental/Consulting Fees
|
Board
Fees
|
Board
Chair Fees
|
Total
Fees
|
|
|
|
|
|
|
Napa Valley Linens
|
2012
|
$432,000
|
$30,000
|
$18,750
|
$480,750
|