Michael Ribero was appointed to our board of directors in September 2011and became our Strategic Advisor to the Office of the Chairman effective March 19, 2012.
Mr. Ribero is currently a consultant to the media, entertainment and hospitality business.
Mr. Ribero most recently served as president and chief executive officer of IdeaCast, Inc., a location-based television advertising company, from November 2008 until its sale in July 2009.
Mr. Ribero was the chairman and chief executive officer of Reactrix Inc., an out-of-home advertising company, from May 2003 until October 2008.
From 2001 until 2003, Mr. Ribero was president of Brierley & Partners, a leading direct marketing and customer loyalty solutions provider, and president e-Rewards, Inc., a loyalty based spin-off of Brierley & Partners.
Previous to that, Mr. Ribero
spent six years in the video gaming industry, including as executive vice president of worldwide publishing of Midway Games, Inc.
, an American video game
publisher of Mortal Kombat
and other popular video games, chairman and chief executive officer of Radical Entertainment
, a Canadian video game developer and now subsidiary of the American video game publisher Activision Blizzard, Inc.
, and executive vice president and chief marketing officer of SEGA of America, Inc
, the American subsidiary of the Japanese video game company SEGA Corporation
Before entering the video gaming industry, Mr. Ribero held positions in other industries including executive vice president and chief marketing and strategy officer of Hilton Hotels Corporation and vice president of marketing programs of Eastern Airlines, Inc.
Mr. Ribero currently serves on the board of directors of the U.S. Marketing College.
Mr. Ribero has a bachelor degree in industrial engineering and operations research from the University of Florida.
was designated for nomination to the Board by the Onex Stockholders.
Pursuant to the terms of the Stockholders' Agreement
, the Board Directors must nominate, and the stockholders must elect the nominee, Mr. Ribero
as a director of our company.
Therefore, the Stockholders' Agreement
does not provide the stockholders with any discretion whether or not to elect Mr. Ribero
Investors ; Endurance CLO I Ltd; Louisiana State Employees RET; Light Point CLO; Embassy & CO; Mac &Co; Booth & Co; and H/2 Special Opportunities Ltd; (ii) Michael Ribero
filed a late Form 3 on October 6, 2011; (iii) the following beneficial owners of more than 10% either did not report or reported late as follows: Foothill Group, Inc
did not report on one purchase transaction; Alex Yemenidjian filed a late Form 5 on March 26, 2012 and an amended Form 5 on March 30, 2012, Gerald Schwartz and Timothy Duncanson filed late Form 5s on March 26, 2012 and an amended Form 5s on March 30, 2012 and Trilliant Gaming filed a late Form 5 on March 27, 2012.
On March 19, 2012, the Company entered into a consulting agreement (the "Agreement") with Mr. Michael Ribero, an independent director of the Company, pursuant to which Mr. Ribero provides consulting services in connection with developing marketing initiatives for the Company.
Effective with the April 2012 consulting payment, Mr. Ribero
will no longer be considered an independent director under the Company's Stockholders' Agreement.
will exceed the direct compensation limit of $120,000 in any 12 month period when he
April 2012 consulting payment.
It is believed to be in the best interests of the Company and its stockholders that Mr. Ribero continues as a member of the board of directors.
Thus, the Company has obtained an acknowledgement and agreement from the requisite number of stockholders that such consulting agreement will not be taken into account in determining whether Mr. Ribero
is independent for purposes of the Company's governing documents, including the Stockholders' Agreement
until the earlier of (i) May 16, 2013 or (ii) the expiration of Mr. Ribero's
term as a director ("Waiver Period").
The consent and waiver as to Mr. Ribero's
deemed independence will apply only in the context of the Agreement, only during the Waiver Period, and any other change in facts that would cause Mr. Ribero
to cease to be independent will require a further specific consent if he
is to remain on the board of directors.
Our board of directors has determined that Judy Mencher, John Redmond, and based on a waiver, Michael Ribero
meet such requirements.