Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2020, the Compensation Committee of the Board of Directors of RealNetworks, Inc. (the "Company") approved the 2020 Executive MBO Plan. The Compensation Committee will administer this plan, which is pursuant to the RealNetworks 2005 Stock Incentive Plan, as amended and restated.

Payouts under the 2020 Executive MBO Plan will be determined by our Compensation Committee and will be based on company financial performance and individual performance. Financial performance will be measured by the achievement of specific financial goals related to contribution margin, with a revenue achievement requirement. Contribution margin is a non-GAAP measure that we define as operating income (loss) including other income (expense) net, but excluding the impact of the following: depreciation and amortization, acquisitions related intangible asset amortization, fair value adjustments to contingent consideration liability, stock-based compensation, restructuring and other charges, and foreign exchange gain (loss). Individual performance will be measured based on specified individual strategic and commercial business objectives.

Any bonuses payable pursuant to the 2020 Executive Bonus Plan will be paid in cash or in the form of fully vested restricted stock units, or a combination thereof.




Item 8.01. Other Events.

As reported in the Current Report on Form 8-K filed by RealNetworks, Inc. on April 29, 2020, the Company received a letter dated April 23, 2020 from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq Staff") indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days, the Company no longer met the Nasdaq Listing Rule requirement that listed companies maintain a minimum bid price of at least $1 per share.

On June 1, 2020, the Company received a second letter from Nasdaq Staff indicating that the Company had regained compliance with Nasdaq Listing Rule 5450(a)(1) based on its determination that for the last 10 business days, from May 15 to May 29, 2020, the closing bid price of the Company's common stock had been at $1.00 per share or greater. Nasdaq Staff further indicated that the matter is now closed.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.   Description

   10.1         2020 Executive MBO Plan

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