Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Directors; Compensatory Arrangements of Certain
Directors.
(b) As previously announced on February 11, 2020, Synacor, Inc. ("Synacor"),
Quantum Merger Sub I, Inc., a direct, wholly owned subsidiary of Synacor
("Merger Sub") and Qumu Corporation ("Qumu") entered into an agreement and plan
of merger and reorganization (the "Merger Agreement") for a proposed "merger of
equals" transaction, pursuant to which, and subject to the conditions in the
Merger Agreement, Merger Sub will merge with and into Qumu (the "Merger"), with
Qumu surviving the Merger as a wholly owned subsidiary of Synacor. Pursuant to
the terms of the Merger Agreement, upon the closing of the Merger, the board of
directors of Synacor, representing the newly combined company (the "New Synacor
Board"), will consist of seven directors - three directors coming from Synacor's
existing board of directors, two directors coming from Qumu's existing board of
directors and Synacor Chief Executive Officer Himesh Bhise. It is anticipated
that one additional independent director with software and SaaS experience
relevant to the operations of Synacor will be selected by the New Synacor Board,
with such new director being subject to the approval of the New Synacor Board
including at least one of the two directors from Qumu. It is anticipated that
this seventh director will serve as the Chairperson of the New Synacor Board.
In anticipation of the foregoing, Synacor announced on March 3, 2020 that Jordan
Levy tendered his resignation as Chairman of the Board on March 3, 2020, and is
stepping down from Synacor's Board of Directors (the "Board") effective
immediately. In addition, Gary L. Ginsberg and Scott Murphy have each notified
the Board on February 27, 2020 that they will resign from the Board immediately
prior to the 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") and
therefore, will not stand for re-election to the Board at the 2020 Annual
Meeting. As a result there will be only one Class III Director up for election
at the 2020 Annual Meeting. The Board has appointed Kevin Rendino, an existing
director, as Interim Chairman of the Board effective immediately. Effective
immediately prior to the time of the 2020 Annual Meeting, the size of the Board
will be reduced from nine members to seven members.
In addition, the Board has determined that Mr. Rendino, Elisabeth B. (Lisa)
Donohue and Marwan Fawaz will be the Synacor directors who will continue to
serve on the New Synacor Board following the closing of the Merger, along with
Himesh Bhise. Andrew Kau and Michael J. Montgomery, current directors of
Synacor, notified the Board on February 27, 2020 that they each intend to resign
from their position as a director of Synacor immediately prior to the closing of
the Merger and will be replaced by the members to be appointed by Qumu as
provided in the Merger Agreement.
Additional Information and Where to Find It
In connection with the proposed merger between Synacor and Qumu, Synacor intends
to file a registration statement on Form S-4 containing a joint proxy
statement/prospectus of Synacor and Qumu and other documents concerning the
proposed merger with the SEC. The definitive proxy statement will be mailed to
the stockholders of Synacor and Qumu in advance of the meeting. BEFORE MAKING
ANY VOTING DECISION, SYNACOR'S AND QUMU'S RESPECTIVE STOCKHOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF SYNACOR AND QUMU WITH THE SEC
IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain a free copy of the joint proxy statement/prospectus and other
documents containing important information about Synacor and Qumu, once such
documents are filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Synacor makes available free of charge at www.synacor.com, copies
of materials it files with, or furnishes to, the SEC. The contents of the
website referenced above are not deemed to be incorporated by reference into the
registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase
or a solicitation of an offer to sell any securities. Synacor, Qumu and their
respective directors, executive officers and certain employees may be deemed to
be participants in the solicitation of proxies from the stockholders of Synacor
and Qumu in connection with the proposed merger. Information regarding the
special interests of these directors and executive officers in the proposed
merger will be included in the joint proxy statement/prospectus referred to
above. Security holders may also obtain information regarding the names,
affiliations and interests of Synacor's directors and executive officers in
Synacor's Annual Report on Form 10-K for the fiscal year ended December 31,
2018, which was filed with the SEC on March 14, 2019, and its definitive proxy
statement for the 2019 annual meeting of stockholders, which was filed with the
SEC on April 5, 2019. Security holders may obtain information regarding the
names, affiliations and interests of Qumu's directors and executive officers in
Qumu's Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
which was filed with the SEC on March 15, 2019, and its definitive proxy
statement for the 2019 annual meeting of shareholders, which was filed with the
SEC on April 9, 2019. To the extent the holdings of Synacor securities by
Synacor's directors and executive officers or the holdings of Qumu securities by
Qumu's directors and executive officers have changed since the amounts set forth
in Synacor's or Qumu's respective proxy statement for its 2019 annual meeting of
stockholders, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of such individuals in the proposed merger will be
included in the joint proxy statement/prospectus relating to the proposed merger
when it is filed with the SEC. These documents (when available) may be obtained
free of charge from the SEC's website at www.sec.gov, Synacor's website at
www.synacor.com and Qumu's website at www.qumu.com. The contents of the websites
referenced above are not deemed to be incorporated by reference into the
registration statement or the joint proxy statement/prospectus.

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