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Palm "formalizes" Board Changes with 8-K SEC Filing

Fri Feb 6, 2009 - 2:40 PM EST - By Annie Latham

Palm just filed a SEC 8K form that documents the board changes that took place this week and, for the record, discussed compensation (AKA "Other Events").

For those unfamiliar, the 8-K is a form that companies file with Securities and Exchange Commission when they have a specific "trigger" event transpire, and then they have a responsibility to file a follow-up form or document within a few days that details exactly what happened, how it affects the company, and its impact on shareholders (Ref:

There are nine sections to the 8-K form. Palm's filing focused on Sections 5 (Corporate Governance and Management) and 8 (Other Events).

As already communicated in a post by Jennifer, Donna Dubinsky offered to resign from Palm's Board of Directors in connection with the company's sale to Elevation Partners. The Board accepted Ms. Dubinsky's offer of resignation effective as of February 2, 2009.

Rajiv Dutta, who retired as the President of eBay Marketplaces and Executive Vice President of eBay Inc. in October 2008 and as a member of the board of directors of eBay, Inc. in July 2008, was appointed to fill the vacancy created by Ms. Dubinsky's resignation. Elevation Partners had designated him for nomination. The filing goes on to explain that Mr. Dutta will serve as a Preferred Director and that since he qualifies as an "audit committee financial expert" he was appointed to the Audit Committee of the Board.

For taking on these roles, Mr. Dutta has received options to acquire 28,000 shares of Palm's common stock and 8,000 performance shares (also known as restricted stock units). Each of these awards is subject to vesting over a three-year period.

In Section 8 (Other Events), it was noted that the Board approved the Compensation Committee's recommendation that Ms. Dubinsky's vested options will remain exercisable for a period of one year following the date of her resignation.

That's it in a nutshell. Material but not necessarily market moving, though Palm is up today. As of the time of this post (before the close of market on Friday), shares were trading at $8.58.

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