ThZeal - The Zeal

rmni-20210806

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


			August 6, 2021 (August 3, 2021)
Date of Report (date of earliest event reported)

Rimini Street, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37397	36-4880301
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

3993 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

(Address of principal executive offices) (Zip Code)

(702) 839-9671

(Registrant’s telephone number, including area code)

N/A

(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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, par value $0.0001 per share

RMNI

The Nasdaq Global Market

Public Units, each consisting of one share of Common Stock, $0.0001 par value, and one-half of one Warrant

RMNIU

OTC Pink Current Information Marketplace

Warrants, exercisable for one share of Common Stock, $0.0001 par value

RMNIW

OTC Pink Current Information Marketplace

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


ITEM 5.02			DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS

At its meeting held on August 3, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Rimini Street, Inc. (the “Company”) approved the following adjustments to the salary and target annual incentive compensation opportunity for the Company’s Executive Vice President and Chief Financial Officer, Michael L. Perica, as follows:

•a $30,000 increase in base salary from $300,000 to $330,000 per year, effective as of October 1, 2021; and

•a corresponding increase to his target annual incentive compensation opportunity from $200,000 to $220,000, effective as of October 1, 2021.

The Committee also approved (i) a stock option award for 15,000 shares of common stock vesting in equal annual installments over a three-year vesting period following the grant date, provided that Mr. Perica remains employed by the Company through the applicable vesting date, and (ii) an award of restricted stock units (“RSUs”) in respect of 15,000 shares of the Company’s common stock vesting in equal annual installments over a three-year vesting period following the grant date, provided that Mr. Perica remains employed by the Company through the applicable vesting date. The per share exercise price of the stock options is $8.59, which was the closing sales price of a share of the Company’s common stock on the grant date (August 3, 2021). Each of the equity awards is subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and form RSU and stock option award agreements.

In addition, the Committee approved a one-time, merit-based bonus to Mr. Perica of $100,000 payable in four equal quarterly installments beginning September 30, 2021, provided that Mr. Perica remains employed by the Company through the applicable payment date.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.						Exhibit Title

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

RIMINI STREET, INC.

Dated: August 6, 2021

By:

/s/ Seth A. Ravin

Name: Seth A. Ravin

Title: Chief Executive Officer