ASRT Assertio Holdings Inc.

0.67
0  -1%
Previous Close 0.67
Open 0.67
52 Week Low 0.6333
52 Week High 1.15
Market Cap $71,310,904
Shares 107,121,683
Float 106,126,419
Enterprise Value $111,362,284
Volume 324,998
Av. Daily Volume 670,834
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Drug Pipeline

Drug Stage Notes
Cosyntropin depot
Adrenocortical insufficiency screening
CRL
CRL
CRL announced October 21, 2019.
SEFELSA
Hot flashes
CRL
CRL
CRL issued May 31, 2013.
GRALISE
Postherpetic neuralgia - shingles
Approved
Approved
Approved January 28, 2011.

Latest News

  1. LAKE FOREST, Ill., May 20, 2020 /PRNewswire/ -- Assertio Holdings, Inc., the successor issuer to Assertio Therapeutics, Inc., ("Assertio" ) (NASDAQ:ASRT) announced the closing of the merger with Zyla Life Sciences. The combined company (the "Company") will operate under the Assertio name and trade on Nasdaq under the ticker ASRT.

    The merger creates a growing commercial pharmaceutical company with neurology, inflammation and pain products. The Company now has a differentiated portfolio of non-steroidal anti-inflammatory drugs (NSAIDs) commonly used by neurologists, orthopedic surgeons, internists, women's health providers, podiatrists, pain care specialists and urologists. All eight products are branded, FDA-approved products and will be managed by the Company's newly formed and highly experienced commercial team.

    Anticipated Strategic and Financial Benefits of the Merger

    • Pro forma 2019 net product sales of approximately $128 million1
    • Projected pro forma 2020:
      • Non-GAAP adjusted EBITDA margin of greater than 25 percent
      • Upwards of $40 million in cost synergies expected, in addition to Assertio's previously announced anticipated $15 million in cost synergies due to acceleration of cost savings initiatives
    • Complementary products expected to result in leading portfolio of NSAIDs
    • Positioned to take advantage of current trend toward non-opioid pain products
    • Projected mid to high-single digit revenue growth for 2020
    • Holding company is expected to have net debt to EBITDA leverage of two times
    • Positions the Company to add differentiated products through acquisitions and partnerships

    "With the completion of this merger, we are on track to be a leading specialty pharmaceutical company," said Todd Smith, incoming president and CEO of Assertio. "I am excited to lead the talented team that has worked so hard to grow both businesses and remain dedicated to creating the new Assertio during this challenging time. Thank you to everyone who has seen this transaction through to close. This is just the beginning of an exciting growth opportunity for our employees, the patients we serve and the investors who support our path to value creation. We look forward to updating you on our progress and path forward on our second quarter earnings call."

    With this merger closed, the Company has a board composed of nine directors. Six directors from the pre-merger Assertio board, including Arthur Higgins, the non-executive chairman, Heather L. Mason, William T. McKee, Peter D. Staple, James L. Tyree and David E. Wheadon. In addition, Todd N. Smith, Timothy P. Walbert, the lead independent director, and Andrea Heslin Smiley joined from the Zyla board.

    Advisors
    Stifel acted as the exclusive financial advisor to Assertio and Gibson, Dunn & Crutcher LLP acted as its legal counsel. MTS acted as the exclusive financial advisor to Zyla and Dechert LLP acted as its legal counsel.

    Non-GAAP Information
    This press release includes estimated non-GAAP adjusted EBITDA margin and non-GAAP net debt to EBITDA leverage, each, a non-GAAP financial measure. The Company believes these non-GAAP financial measures not only provide the Company's management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures enable investors to better understand the anticipated performance of the business and facilitate a meaningful evaluation of the Company's preliminary estimate for non-GAAP adjusted EBITDA margin and non-GAAP net debt to EBITDA leverage for 2020. These non-GAAP measures should be considered a supplement to, and not as a substitute for or superior to, financial measures calculated in accordance with GAAP. No reconciliation of estimated non-GAAP adjusted EBITDA margin or non-GAAP net debt to EBITDA leverage is provided in this press release because some of the excluded information is not yet ascertainable or accessible and the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable efforts.

    About Assertio
    Assertio is a leading specialty pharmaceutical company bringing differentiated products to patients. The Company has a robust portfolio of branded prescription neurology, inflammation and pain medications. Assertio has grown through business development including acquisitions, licensing and mergers. The Company seeks to leverage its commercial excellence to be the partner of choice. To learn more about Assertio, visit www.assertiotx.com.

    Forward Looking Statements
    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio. All statements other than historical facts may be forward-looking statements; words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may", "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will," "aim" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio. Factors that could cause Assertio's actual results to differ materially from those implied in the forward-looking statements include: (1) risks related to disruption of management time from ongoing business operations due to the integration of the merger with Zyla Life Sciences (the "Merger"); (2) unexpected costs, charges or expenses resulting from the Merger; (3) the ability of the Assertio to retain key personnel; (4) potential adverse changes to business relationships resulting from the Merger; (5) the combined company's ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company's existing businesses; (6) negative effects of the Merger on the market price of Assertio's common stock, credit ratings and operating results; (7) legislative, regulatory and economic developments, including changing business conditions in the industries in which Assertio operates; (8) Assertio's ability to successfully pursue business development, strategic partnerships, and investment opportunities to build and grow for the future; (9) the commercial success and market acceptance of Assertio's products; (10) coverage of our products by payors and pharmacy benefit managers; (11) our ability to execute on our sales and marketing strategy, including developing relationships with customers, physicians, payors and other constituencies; (12) the entry of any generic products for any of our products; (13) the outcome of our opioid-related investigations, our opioid-related litigation brought by state and local governmental entities and private parties, and our insurance, antitrust and other litigation, and the costs and expenses associated therewith; (14) Assertio's estimates regarding expenses, future revenues, capital requirements and needs for additional financing; (15) Assertio's ability to generate sufficient cash flow from its business to make payments on its indebtedness, Assertio's ability to restructure or refinance its indebtedness and Assertio's compliance with the terms and conditions of the agreements governing its indebtedness; (16) compliance or non-compliance with legal and regulatory requirements related to the development or promotion of pharmaceutical products in the U.S.; (17) Assertio's plans to acquire, in-license or co-promote other products, and/or acquire companies; (18) Assertio's ability to raise additional capital, if necessary; (19) Assertio's ability to successfully develop and execute its sales and marketing strategies; (20) variations in revenues obtained from collaborative agreements; (21) Assertio's collaborative partners' compliance or non-compliance with obligations under its collaboration agreements; (22) the ability of Assertio's common stock to regain compliance with Nasdaq's minimum closing bid requirement of at least $1.00 per share; (23) the impact of Zyla's bankruptcy and acquisition of products from Iroko Pharmaceuticals; (24) obtaining and maintaining intellectual property protection for our products; (25) our ability to operate our business without infringing the intellectual property rights of others; (26) the outcome of any other litigation in which we are or may be involved; (27) the impact of disasters, acts of terrorism or global pandemics; (28) general market conditions; and other risks listed in Assertio's filings with the United States Securities and Exchange Commission ("SEC"). These risks are more fully described in the joint proxy statement/prospectus filed with the SEC in connection with the Merger and Assertio's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC and in other filings Assertio makes with the SEC from time to time. While Assertio may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by applicable law.

    Investor and Media Contact:
    Dan Peisert
    Senior Vice President and Chief Financial Officer

    1 Combined company pro forma results includes 2019 Cambia and Zipsor net product sales and 2019 Zyla net product sales, as if the transaction had occurred on January 1, 2019

    Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/assertio-completed-merger-with-zyla-life-sciences-301062631.html

    SOURCE Assertio

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  2. -- Completed Strategic Asset Sales of NUCYNTA® Franchise and Gralise® Totaling $502.5 Million --

    -- Repaid Senior Secured Debt in Full and Successfully Tendered for Convertible Debt --

    -- Merger with Zyla Life Sciences On Track and Expected to Close Shortly After the Company's 2020 Annual Meeting on May 19, 2020 --

    LAKE FOREST, Ill., May 11, 2020 (GLOBE NEWSWIRE) -- Assertio Therapeutics, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today reported financial results for the quarter ended March 31, 2020 and provided an update on its business performance and strategic initiatives.

    First-Quarter Financial Highlights:
    (unaudited)

      First Quarter 2020
    (in millions, except earnings per share) GAAP Non-GAAP(1)
    Total Revenues $20.9
    Net Income

    -- Completed Strategic Asset Sales of NUCYNTA® Franchise and Gralise® Totaling $502.5 Million --

    -- Repaid Senior Secured Debt in Full and Successfully Tendered for Convertible Debt --

    -- Merger with Zyla Life Sciences On Track and Expected to Close Shortly After the Company's 2020 Annual Meeting on May 19, 2020 --

    LAKE FOREST, Ill., May 11, 2020 (GLOBE NEWSWIRE) -- Assertio Therapeutics, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT) today reported financial results for the quarter ended March 31, 2020 and provided an update on its business performance and strategic initiatives.

    First-Quarter Financial Highlights:
    (unaudited)

      First Quarter 2020
    (in millions, except earnings per share) GAAP Non-GAAP(1)
    Total Revenues $20.9
    Net Income $41.2 $10.3
    Earnings Per Share $0.58 $0.10
    Adjusted EBITDA $6.1

    (1) All non-GAAP measures included in this earnings release are reconciled to the corresponding GAAP measures in the schedules attached.

    "Today we reported positive results in a truly transformative quarter for Assertio, one in which we strategically divested assets, repaid our debt, and announced a merger agreement with Zyla Life Sciences. These bold steps position the new Assertio as a company with a diversified and growing portfolio, low leverage and as a result well positioned to add differentiated products through acquisitions and partnerships," said Arthur Higgins, President and CEO of Assertio. "With the transformation of Assertio now well in place, I am looking forward to my new role as non-executive chairman at the close of the merger, where I will work with the Assertio Board and its Leadership to achieve our vision of becoming a leading specialty pharmaceutical company."

    First-Quarter Business Highlights:

    • Merger Agreement with Zyla Life Sciences: On March 16, 2020, the Company announced it had entered into a definitive merger agreement with Zyla Life Sciences (Zyla) (OTCQX:ZCOR). The Merger will create a leading commercial pharmaceutical company with neurology, inflammation and pain products. The combined company will have a leading portfolio of branded non-steroidal anti-inflammatory drugs (NSAIDs) commonly used by neurologists, orthopedic surgeons, internists, women's health providers, podiatrists and pain care specialists. The new company will have the platform, profitability and financial strength to both grow its existing portfolio and acquire additional complementary assets.  The closing of the merger is expected to occur shortly after Assertio's shareholders meeting on May 19, 2020. The combined synergy potential is upwards of $40 million, in addition to Assertio's previously announced $15 million in annual accelerated cost savings initiatives, allowing for Pro-Forma 2020 Non-GAAP Adjusted EBITDA margins greater than 25% and net leverage of less than two times. The combined company Pro-Forma 2019 revenue was approximately $128 million.

    • Debt Reductions: On February 13, 2020, the Company announced that it repaid in full its senior secured debt obligations. Between two separate transactions announced on February 19, 2020 and April 9, 2020,  the Company has also retired substantially all of its outstanding Convertible Notes through $188.0 million of privately negotiated purchase agreements and a tender of an additional $76.7 million.

    • Sale of NUCYNTA Franchise: On February 13, 2020, the Company announced the closing of its definitive agreement with Collegium Pharmaceutical, Inc. pursuant to which Collegium has acquired the NUCYNTA franchise of products from the Company. Under the terms of the agreement, Collegium paid Assertio $375.0 million in cash at closing, less royalties paid to Assertio in 2020. In addition, Collegium paid Assertio for certain inventories relating to the products.

    • Sale of Gralise: On January 10, 2020, the Company completed the sale of Gralise to Alvogen. Under the terms of the agreement, Alvogen is expected to pay Assertio a total value of $127.5 million, plus inventory. At the closing of the transaction, the Company received approximately $78.6 million, of which, $60.5 million of proceeds were used to pay down the Company's senior secured debt. The remaining balance is in the form of a royalty on the first $70.0 million in Gralise net sales. Both companies expect the majority of the royalties to be paid in the first calendar year. To ensure a smooth transition, Assertio agreed to continue to promote Gralise in the first quarter of 2020 and received cost reimbursement for promotional activities. In the first quarter, Assertio collected $2.5 million of royalties and $0.8 million of cost reimbursement from Alvogen.

    • Impact of COVID-19: Due to COVID-19, the Company will not be providing guidance. While COVID-19 did not have a material adverse effect on our reported results for our first quarter, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows. While shelter-in-place orders remain in effect, the Company would expect fewer patients to visit physicians for conditions treated by the Company's products, as well as fewer elective surgeries and fewer visits to pharmacies to have prescriptions filled. As a result, the Company could see a negative impact in product sales during the peak of the pandemic, which is expected to be in the second quarter of 2020, although the degree of this impact is not currently estimable. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact.

    Revenue Summary:
    (in thousands, unaudited)

        Three Months Ended March 31,
        2020
      2019
    Product sales, net                
    CAMBIA   $ 6,274     $ 8,808  
    Zipsor   2,331     4,231  
    Gralise   547     13,278  
    Total neurology product sales, net   9,152     26,317  
    NUCYNTA and Lazanda product sales adjustments   100     133  
    Total product sales, net   9,252     26,450  
    Commercialization agreement:        
    Commercialization agreement, net   11,258     30,856  
    Royalties and milestone revenue   407     623  
    Total revenues   $ 20,917     $ 57,929  


    2020 Company Update:
    The Company will provide an update on its strategy and merger integration during its second quarter earnings call.

    Conference Call and Webcast:
    The Company will host a conference call today, Monday, May 11, 2020 beginning at 8:30 a.m. ET to discuss its results. This event can be accessed in three ways:

    • From the Assertio website: http://investor.assertiotx.com. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.
       
    • By telephone: Participants can access the call by dialing (877) 550-3745 (United States) or (281) 973-6277 (International) referencing Conference ID 4097119.
       
    • By replay: A replay of the webcast will be located under the Investor Relations section of Assertio's website approximately two hours after the conclusion of the live call.

    About Assertio Therapeutics, Inc.
    Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company's core areas of neurology, orphan and specialty medicines. Assertio currently markets two FDA-approved products and continues to identify, license and develop new products that offer enhanced options for patients that may be under served by existing therapies. To learn more about Assertio, visit www.assertiotx.com.

    Forward Looking Statements
    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's and Zyla's respective management's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio and Zyla, respectively. All statements other than historical facts may be forward-looking statements; words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may", "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio or Zyla. Factors that could cause Assertio's or Zyla's actual results (or the actual results of the new combined company) to differ materially from those implied in the forward-looking statements include: (1) the risk that the conditions to the closing of the proposed Merger are not satisfied, including the risk that required approvals for the proposed Merger from the stockholders of Assertio or Zyla are not obtained; (2) the occurrence of any event, change or other circumstances that either could give rise to the right of one or both of Assertio or Zyla to terminate the Agreement; (3) the risk of litigation relating to the proposed Merger; (4) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed Merger; (5) risks related to disruption of management time from ongoing business operations due to the proposed Merger; (6) unexpected costs, charges or expenses resulting from the proposed Merger; (7) the ability of the Assertio and Zyla to retain and hire key personnel; (8) competitive responses to the proposed Merger and the impact of competitive services; (9) certain restrictions during the pendency of the merger that may impact Assertio's or Zyla's ability to pursue certain business opportunities or strategic transaction; (10) potential adverse changes to business relationships resulting from the announcement or completion of the proposed transaction; (11) the combined company's ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company's existing businesses; (12) negative effects of this announcement or the consummation of the proposed Merger on the market price of Assertio's or Zyla's common stock, credit ratings and operating results; and (13) legislative, regulatory and economic developments, including changing business conditions in the industries in which Assertio and Zyla operate and (14) natural disasters or calamities, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of the foregoing. These risks, as well as other risks associated with the proposed transaction, are more fully described in the joint proxy statement/prospectus that has been filed with the United States Securities and Exchange Commission (the "SEC") in connection with the proposed transaction. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio or Zyla may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by law. Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of Assertio, Zyla, the new holding company or the combined company, whether following the implementation of the proposed transaction or otherwise.

    No Offer or Solicitation
    This communication includes information related to a proposed business combination involving Assertio and Zyla. Such information is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

    Additional Information and Where to Find It
    This communication may be deemed to be solicitation material in respect of the proposed issuance of shares for Assertio and the proposed Merger for Zyla. The proposed issuance of shares will be submitted to Assertio's stockholders and the proposed Merger will be submitted to Zyla's stockholders for their consideration. In connection with the proposed Merger and the solicitation of proxies, Assertio and Zyla have filed, and mailed to their respective stockholders, the Joint Proxy Statement/Prospectus dated April 20, 2020. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF ASSERTIO AND INVESTORS AND STOCKHOLDERS OF ZYLA ARE URGED TO READ THE DEFINITIVE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT, REGARDING THE PROPOSED MERGER (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS, WHEN THEY BECOME AVAILABLE, IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

    The Joint Proxy Statement, any amendments or supplements thereto and other relevant materials, and any other documents filed by Assertio or Zyla with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC's website at www.sec.gov or free of charge from Assertio at www.assertiotx.com or by directing a request to Assertio's Investor Relations Department at  or free of charge from Zyla at www.zyla.com or by directing a Zyla's Investor Relations Department at

    Participants in the Solicitation
    Assertio, Zyla and certain of their respective executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies in connection with the proposed issuance of shares and the proposed Merger. Information regarding Assertio's directors and executive officers is available in its Joint Proxy Statement/Prospectus dated April 20, 2020 and its Annual Report on Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 10, 2020. Information regarding Zyla's directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 26, 2020 and in Amendment No. 1 to its Annual Report on Form-10-K for the year ended December 31, 2019, that was filed with the SEC on April 28, 2020. These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus and other relevant materials relating to the proposed Merger to be filed with the SEC when they become available.

    Investor and Media Contact:
    Dan Peisert
    Senior Vice President, Chief Financial Officer

    Non-GAAP Financial Measures
    To supplement the Company's financial results presented on a U.S. generally accepted accounting principles (GAAP) basis, the Company has included information about non-GAAP revenue, non-GAAP adjusted earnings, non-GAAP adjusted diluted earnings per share, non-GAAP adjusted EBITDA and other non-GAAP financial measures as useful operating metrics. The Company believes that the presentation of these non-GAAP financial measures, when viewed with results under GAAP and the accompanying reconciliation, provides supplementary information to analysts, investors, lenders, and the Company's management in assessing the Company's performance and results from period to period. The Company uses these non-GAAP measures internally to understand, manage and evaluate the Company's performance, and in part, in the determination of bonuses for executive officers and employees. These non-GAAP financial measures should be considered in addition to, and not a substitute for, or superior to, net income or other financial measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, non-GAAP measures used by other companies.

    Specified Items
    Non-GAAP measures presented within this release exclude specified items. The Company considers specified items to be significant income/expense items not indicative of current operations, including the related tax effect. Specified items include non-cash adjustments to Collegium agreement revenue and cost of sales, adjustments to sales reserves for products the Company is no longer selling, interest income, interest expense, amortization expense, stock-based compensation expense, non-cash interest expense related to debt, depreciation expense, income taxes, transaction-related costs, CEO transition and restructuring costs, legal costs and expenses incurred in connection with opioid-related litigation, investigations and regulations pertaining to the company's historical commercialization of opioid products, certain types of legal settlements, disputes, fees and costs, gains or losses resulting from debt refinancing or extinguishment, gains or losses from non-cash adjustments to long-lived assets and assets not part of current operations, and adjustments for the tax effect related to each of the non-GAAP adjustments.


    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (in thousands, except per share amounts)
    (unaudited)

      Three Months Ended March 31,
      2020
      2019
    Revenues:              
    Product sales, net $ 9,252     $ 26,450  
    Commercialization agreement, net 11,258     30,856  
    Royalties and milestones 407     623  
    Total revenues 20,917     57,929  
    Costs and expenses:      
    Cost of sales (excluding amortization of intangible assets) 1,399     2,575  
    Research and development expenses 1,041     1,793  
    Selling, general and administrative expenses 27,314     25,045  
    Amortization of intangible assets 7,795     25,444  
    Total costs and expenses 37,549     54,857  
    (Loss) income from operations (16,632 )   3,072  
    Other income (expense):      
    Gain on sale of Gralise 127,505      
    Loss on extinguishment of convertible notes (31,608 )    
    Loss on sale of NUCYNTA (15,755 )    
    Interest expense (8,674 )   (16,554 )
    Loss on prepayment of Senior Notes (8,233 )    
    Other (3,325 )   (609 )
    Total other income (expense) 59,910     (17,163 )
    Net income (loss) before income taxes 43,278     (14,091 )
    Income tax expense (2,048 )   (210 )
    Net income (loss) and Comprehensive income (loss) $ 41,230     $ (14,301 )
           
    Basic net income (loss) per share $ 0.58     $ (0.22 )
    Diluted net income (loss) per share $ 0.58     $ (0.22 )
    Shares used in computing basic net income (loss) per share 70,940     64,239  
    Shares used in computing diluted net income (loss) per share 71,051     64,239  


     CONDENSED CONSOLIDATED BALANCE SHEETS
    (in thousands)
    (unaudited)

      March 31,
    2020
      December 31,
    2019
    ASSETS
         
    Current assets:      
    Cash and cash equivalents $ 105,973     $ 42,107  
    Accounts receivable, net 12,952     42,744  
    Consideration receivable from sale of Gralise 50,019      
    Inventories, net 518     3,412  
    Prepaid and other current assets 10,651     15,688  
    Total current assets 180,113     103,951  
    Property and equipment, net 3,233     3,497  
    Intangible assets, net 23,671     400,535  
    Investments, net 8,132     13,064  
    Other long-term assets 4,125     6,123  
    Total assets 219,274     527,170  
    LIABILITIES AND SHAREHOLDERS' EQUITY      
    Current liabilities:      
    Accounts payable 4,982     16,193  
    Accrued rebates, returns and discounts 32,359     58,943  
    Accrued liabilities 24,716     18,948  
    Senior Notes, current portion     80,000  
    Convertible Notes, current portion 57,866      
    Interest payable 304     8,375  
    Other current liabilities 2,066     2,094  
    Total current liabilities 122,293     184,553  
    Senior Notes     76,443  
    Convertible Notes     194,815  
    Other long-term liabilities 12,944     13,401  
    Total liabilities 135,237     469,212  
    Commitments and contingencies      
    Shareholders' equity:      
    Common stock 8     8  
    Additional paid-in capital 442,600     457,751  
    Accumulated deficit (358,571 )   (399,801 )
    Total shareholders' equity 84,037     57,958  
    Total liabilities and shareholders' equity $ 219,274     $ 527,170  


    RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP ADJUSTED EBITDA AND EARNINGS
    (in thousands)
    (unaudited)

        Three Months Ended March 31,    
        2020   2019   Financial Statement Classification
    Net (loss) income (GAAP)   $ 41,230     $ (14,301 )    
    Interest expense   8,674     16,554     Interest expense
    Income tax (benefit) expense   2,048     210     Income tax benefit (expense)
    Depreciation expense   273     337     Selling, general and administrative expenses
    Amortization of intangible assets   7,795     25,444     Amortization of intangible assets
    EBITDA (Non-GAAP)   $ 60,020     $ 28,244      
    Adjustments:            
    NUCYNTA, Lazanda and Gralise revenue reserves (1)   (647 )   (133 )   Product sales, net
    Commercialization agreement revenues (2)   1,846     1,930     Commercialization agreement, net
    Transaction-related costs(3)   7,694         Selling, general and administrative expenses
    Expenses for opioid-related litigation, investigations and regulations (4)   2,128     2,500     Selling, general and administrative expenses
    Stock-based compensation   1,934     2,702     Multiple (5)
    Gain on sale of Gralise (6)   (127,505 )       Gain on sale of Gralise
    Loss on extinguishment of convertible notes (7)   31,608         Loss on extinguishment of convertible notes
    Loss on sale of NUCYNTA (8)   15,755         Loss on sale of NUCYNTA
    Loss on prepayment of Senior Notes (7)   8,233         Loss on prepayment of Senior Notes
    Change in fair value of warrants   3,146     1,629     Other
    Other (9)   1,854     (501 )   Other
    Adjusted EBITDA (Non-GAAP)   $ 6,066     $ 36,371      
                 
    Adjusted EBITDA (Non-GAAP)   6,066     36,371      
    Depreciation expense   (273 )   (337 )    
    Cash portion of Senior Notes interest expense (10)   (1,648 )   (8,206 )    
    Income taxes benefit (expense), as adjusted (11)   6,167     (8,561 )    
    Adjusted Earnings (Non-GAAP)   $ 10,312     $ 19,267      
                 
    Shares used in calculation (12)   102,410     82,170      
    Adjusted earnings per share (Non-GAAP)   $ 0.10     $ 0.23      
                 
    1. Removal of the impact of revenue adjustment estimates related to products that we are no longer commercializing. 
    2. Adjustments relate to non-cash expense for third-party royalties, which have no net impact for the full year period, as well as the amortization of the contract asset.
    3. Represents one-time transaction-related costs including CEO transition expense and costs related to legal and consulting with the disposition of the Gralise and NUCYNTA and the proposed merger with Zyla Life Sciences during the three months ended March 31, 2020.
    4. Legal costs/expenses related to opioid-related litigation, investigations and regulations pertaining to the Company's historical commercialization of opioid products.
    5. Stock based compensation for the three months ended March 31, 2020 and 2019, included $0.2 million and $0.3 million in Research and development expense, respectively, and $1.7 million and $2.4 million in Selling, general and administrative expenses, respectively.
    6. In connection with the sale of Gralise to Alvogen on January 10, 2020, the Company recognized a gain of $127.5 million in Other income on the Company's Consolidated Statements of Comprehensive Income composed of the $78.6 million in upfront consideration received and $52.5 million in contingent consideration expected to be collected on Alvogen's first $70.0 million in net sales, net of $3.6 million in inventory transferred.
    7. During the three months ended March 31, 2020,  the Company recognized a loss of  $31.6 million and $8.2 million on the repurchase of $188.0 million aggregate principal outstanding of the Company's 2021 Note and 2024 and $162.5 million in remaining outstanding principal of the Company's Senior Notes, respectively.
    8. During the three months ended March 31, 2020, the Company recognized a net loss of $15.8 million in Other income which was comprised of the $367.9 million in upfront consideration received less the $369.1 million carrying value of the NUCYNTA intangible derecognized, $5.6 million in inventory transferred, and $9.0 million in accrued third-party consent fees.
    9. Represents a credit loss reserve related the Company's $3.0 million investment in a company engaged in medical research. This investment is structured as a long-term loan receivable with a convertible feature and is valued at amortized cost.
    10. Represents the contractual basis interest expense for the Senior Notes. The amount excludes convertible debts interest expense because the Company computes non-GAAP adjusted earnings using the if-converted method assuming the convertible debt is converted to equity at the beginning of each period presented.
    11. Represents the Company's income tax expense (benefit) adjusted for the tax effect of pre-tax non-GAAP adjustments excluded from adjusted earnings. The tax effect of pre-tax non-GAAP adjustments excluded from non-GAAP adjusted earnings is computed at the statutory rate of 21%.
    12. The Company uses the if-converted method to compute adjusted diluted earnings per share with respect to its convertible debt.


    RECONCILIATION OF GAAP NET INCOME (LOSS) PER SHARE TO
    NON-GAAP ADJUSTED EARNINGS PER SHARE (1)
    (unaudited)

        Three Months Ended March 31,
        2020
      2019
    GAAP net (loss)/income per share   $ 0.58     $ (0.22 )
    Conversion from basic shares to diluted shares (2)   (0.18 )   0.05  
    Adjustments:        
    NUCYNTA, Lazanda and Gralise revenue reserves   (0.01 )    
    Commercialization agreement revenues   0.02     0.02  
    Transaction-related costs   0.08      
    Expenses for opioid-related litigation, investigations and regulations   0.02     0.03  
    Intangible amortization related to product acquisitions   0.08     0.31  
    Stock-based compensation   0.02     0.03  
    Gain on sale of Gralise   (1.25 )    
    Loss on extinguishment of convertible notes   0.31      
    Loss on sale of NUCYNTA   0.15      
    Loss on prepayment of Senior Notes   0.08      
    Change in fair value of warrants   0.03     0.02  
    Other   0.02      
    Non-cash interest expense on debt (3)   0.07     0.10  
    Income tax effect of non-GAAP adjustments (4)   0.08     (0.11 )
    Non-GAAP adjusted diluted earnings per share   $ 0.10     $ 0.23  

    (1) Represents per share calculations of adjustments reflective in the Company's reconciliation of GAAP net (loss) income to non-GAAP adjusted earnings and therefore should be read in conjunction with that reconciliation and respective footnotes.

    (2) The Company uses the if-converted method to compute adjusted diluted earnings per share with respect to its convertible debt.

    (3) Represents per share adjustment for interest expense, net of cash portion of Senior Notes interest expense.

    (4) Represents the Company's income tax (benefit) expense adjusted for the tax effect of pre-tax non-GAAP adjustments excluded from adjusted earnings. The tax effect of pre-tax non-GAAP adjustments excluded from non-GAAP adjusted earnings is computed at the statutory rate of 21%.

     

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  3.  Merger with Zyla Life Sciences Expected to Close Shortly After the 2020 Annual Meeting

    Assertio Reaffirms its Ability to Achieve Upwards of $40 Million in Synergies

    Will Report First Quarter 2020 Financial Results on Monday, May 11, 2020 Prior to the Open of Markets

    LAKE FOREST, Ill., April 20, 2020 (GLOBE NEWSWIRE) --  Assertio Therapeutics, Inc. ("Assertio" or "the Company") (NASDAQ:ASRT) today announced the date of its 2020 Annual Meeting, which will be held as a virtual meeting on May 19, 2020.  The Company also announced the mailing of a joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to stockholders. At the 2020 Annual Meeting, the Company will ask its stockholders, among other things, to approve the issuance…

     Merger with Zyla Life Sciences Expected to Close Shortly After the 2020 Annual Meeting

    Assertio Reaffirms its Ability to Achieve Upwards of $40 Million in Synergies

    Will Report First Quarter 2020 Financial Results on Monday, May 11, 2020 Prior to the Open of Markets

    LAKE FOREST, Ill., April 20, 2020 (GLOBE NEWSWIRE) --  Assertio Therapeutics, Inc. ("Assertio" or "the Company") (NASDAQ:ASRT) today announced the date of its 2020 Annual Meeting, which will be held as a virtual meeting on May 19, 2020.  The Company also announced the mailing of a joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") to stockholders. At the 2020 Annual Meeting, the Company will ask its stockholders, among other things, to approve the issuance of shares to stockholders of Zyla Life Sciences ("Zyla") in connection with the Company's previously announced merger with Zyla  (the "Merger"). Zyla (OTCQX:ZCOR) is planning to hold a Special Meeting of its stockholders on May 19, 2020 (the "Zyla Special Meeting"), to approve the Merger. Assertio expects the Merger to close shortly after the adjournment of the 2020 Annual Meeting and the Zyla Special Meeting.

    The Company reaffirms its ability to achieve the stated target of upwards of $40 million in cost synergies upon close of the merger.

    The Company also announced that it will release first quarter 2020 financial results on Monday, May 11, 2020, prior to the open of markets. Following the announcement, the Company will host a conference call and webcast beginning at 7:30 a.m. central standard time to discuss its results. Participants can access the live webcast by visiting http://investor.assertiotx.com.

    About the Merger
    The Merger will create a leading commercial pharmaceutical company with neurology, inflammation and pain products. The combined company will have a leading portfolio of branded non-steroidal anti-inflammatory drugs (NSAIDs) commonly used by neurologists, orthopedic surgeons, internists, women's health providers, podiatrists and pain care specialists. Together, management intends to build a best-in-class specialty pharmaceutical company focused on commercial execution. The combined company will have the platform, profitability and financial strength to both grow its existing portfolio and acquire additional complementary assets.

    Anticipated Strategic and Financial Benefits of the Combined Company

    • Pro forma 2019 net product sales of approximately $128 million1

    • Projected pro forma 2020:


      • Non-GAAP adjusted EBITDA margin of greater than 25 percent

      • Upwards of $40 million in cost synergies, in addition to Assertio's previously announced $15 million in acceleration of cost savings initiatives

    •  Expected to result in leading portfolio of NSAIDs given complementary products

    • Positioned to take advantage of trend toward non-opioid pain products

    • Reduced Zyla debt and holding company is expected to have net debt to EBITDA leverage of two times

    • Positioned to add differentiated products through acquisitions and partnerships

    Additional details can be found in Assertio's and Zyla's respective Current Reports of Form 8-K filed with the Securities and Exchange Commission on March 17, 2020, as well as the Joint Proxy Statement/Prospectus dated as of April 20, 2020.

    First Quarter 2020 Financial Results Audio Conference Call:
    Date: May 11, 2020
    Time: 7:30 a.m. Central Time
    U.S. Dial-in Number: (877) 550-3745
    International Dial-in Number: (281) 973-6277
    Conference ID: 4097119

    Participants can access the live webcast from the Investor Relations section of Assertio's website at http://investor.assertiotx.com. Please access the website 15 minutes prior to the start of the call to download and install any necessary audio software.

    An archived webcast replay will be available on the Company's website accessed by visiting http://investor.assertiotx.com.

    Note Regarding Use of Non-GAAP Financial Measures
    Assertio and Zyla provide non-GAAP adjusted EBITDA margin, or earnings before interest, taxes, depreciation and amortization margin, as a financial measure. Assertio and Zyla believe that this non-GAAP financial measure, when considered together with the GAAP figures, can enhance an overall understanding of Assertio and Zyla's financial performance. The non-GAAP financial measure is included with the intent of providing investors with a more complete understanding of operational results and trends. In addition, this non-GAAP financial measure is among the indicators each of Assertio's and Zyla's management uses for planning and forecasting purposes and measuring their respective company's performance and which the combined company expects to use to measure the combined company's performance. It should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. This non-GAAP financial measure may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.

    About Assertio Therapeutics, Inc.
    Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company's core areas of neurology, orphan and specialty medicines. Assertio currently markets two FDA-approved products and continues to identify, license and develop new products that offer enhanced options for patients that may be underserved by existing therapies. To learn more about Assertio, visit www.assertiotx.com.

    About Zyla Life Sciences
    Zyla Life Sciences is a business committed to bringing important products to patients and healthcare providers. Zyla is focused on marketing its portfolio of medicines for pain and inflammation. The company portfolio includes six products: SPRIX® (ketorolac tromethamine) Nasal Spray, ZORVOLEX® (diclofenac), VIVLODEX® (meloxicam), INDOCIN® (indomethacin) suppositories, INDOCIN® oral suspension and OXAYDO® (oxycodone HCI, USP) tablets for oral use only - CII. To learn more about Zyla Life Sciences, visit www.zyla.com.

    Forward Looking Statements
    Statements in this communication that are not historical facts are forward-looking statements that reflect Assertio's and Zyla's respective management's current expectations, assumptions and estimates of future performance and economic conditions. These forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to, among other things, future events or the future performance or operations of Assertio and Zyla, respectively. All statements other than historical facts may be forward-looking statements; words such as "anticipate," "believe," "could," "design," "estimate," "expect," "forecast," "goal," "guidance," "imply," "intend," "may", "objective," "opportunity," "outlook," "plan," "position," "potential," "predict," "project," "prospective," "pursue," "seek," "should," "strategy," "target," "would," "will" or other similar expressions that convey the uncertainty of future events or outcomes are used to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the control of Assertio or Zyla. Factors that could cause Assertio's or Zyla's actual results (or the actual results of the new combined company) to differ materially from those implied in the forward-looking statements include: (1) the risk that the conditions to the closing of the proposed Merger are not satisfied, including the risk that required approvals for the proposed Merger from the stockholders of Assertio or Zyla are not obtained; (2) the occurrence of any event, change or other circumstances that either could give rise to the right of one or both of Assertio or Zyla to terminate the Agreement; (3) the risk of litigation relating to the proposed Merger; (4) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each party to consummate the proposed Merger; (5) risks related to disruption of management time from ongoing business operations due to the proposed Merger; (6) unexpected costs, charges or expenses resulting from the proposed Merger; (7) the ability of the Assertio and Zyla to retain and hire key personnel; (8) competitive responses to the proposed Merger and the impact of competitive services; (9) certain restrictions during the pendency of the merger that may impact Assertio's or Zyla's ability to pursue certain business opportunities or strategic transaction; (10) potential adverse changes to business relationships resulting from the announcement or completion of the proposed transaction; (11) the combined company's ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined company's existing businesses; (12) negative effects of this announcement or the consummation of the proposed Merger on the market price of Assertio's or Zyla's common stock, credit ratings and operating results;  (13) legislative, regulatory and economic developments, including changing business conditions in the industries in which Assertio and Zyla operate and (14) natural disasters or calamities, epidemics, pandemics or disease outbreaks (including COVID-19) or any escalation or worsening of the foregoing. These risks, as well as other risks associated with the proposed transaction, will be more fully described in the joint proxy statement/prospectus that will be filed with the United States Securities and Exchange Commission (the "SEC") in connection with the proposed transaction. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date. While Assertio or Zyla may elect to update these forward-looking statements at some point in the future, each specifically disclaims any obligation to update or revise any forward-looking-statements contained in this press release whether as a result of new information or future events, except as may be required by law.  Nothing contained herein constitutes or will be deemed to constitute a forecast, projection or estimate of the future financial performance of Assertio, Zyla, the new holding company or the combined company, whether following the implementation of the proposed transaction or otherwise.

    No Offer or Solicitation

    This communication relates to a proposed business combination involving Assertio and Zyla. The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.  

    Additional Information and Where to Find It

    This communication may be deemed to be solicitation material in respect of the proposed issuance of shares for Assertio and the proposed Merger for Zyla. The proposed issuance of shares will be submitted to Assertio's stockholders and the proposed Merger will be submitted to Zyla's stockholders for their consideration. In connection with the proposed Merger and the solicitation of proxies, Assertio and Zyla have filed, and mailed to their respective stockholders, the Joint Proxy Statement/Prospectus dated April 20, 2020. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER, INVESTORS AND STOCKHOLDERS OF ASSERTIO AND INVESTORS AND STOCKHOLDERS OF ZYLA ARE URGED TO READ THE DEFINITIVE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT, REGARDING THE PROPOSED MERGER (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

    The Joint Proxy Statement, any amendments or supplements thereto and other relevant materials, and any other documents filed by Assertio or Zyla with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC's website at www.sec.gov or free of charge from Assertio at www.assertiotx.com or by directing a request to Assertio's Investor Relations Department at or free of charge from Zyla at www.zyla.com or by directing a Zyla's Investor Relations Department at .

    Participants in the Solicitation
    Assertio, Zyla and certain of their respective executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be "participants" in the solicitation of proxies in connection with the proposed issuance of shares and the proposed Merger. Information regarding Assertio's directors and executive officers is available in its Joint Proxy Statement/Prospectus  dated April 20, 2020 and its Annual Report on Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 10, 2020. Information regarding Zyla's directors and executive officers is available in its Proxy Statement on Schedule 14A for its 2019 Annual Meeting of Stockholders, that was filed with the SEC on November 6, 2019 and in its Annual Report on Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 26, 2020. These documents may be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy Statement/Prospectus and other relevant materials relating to the proposed Merger to be filed with the SEC when they become available.

    Investor and Media Contact:
    Dan Peisert
    Senior Vice President and Chief Financial Officer

    1 Combined company pro forma results includes 2019 Cambia and Zipsor net product sales and 2019 Zyla net product sales, as if the transaction had occurred on January 1, 2019

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  4. LAKE FOREST, Ill., April 08, 2020 (GLOBE NEWSWIRE) -- Assertio Therapeutics, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT), today announced the completion and final results for its cash tender offers (the "Offers") to purchase any and all of the outstanding $42,465,000 in aggregate principal amount of its 2.50% Senior Convertible Notes due 2021 (CUSIP: 249908AA2) ("2021 Notes") and $34,522,000 of its 5.00% Senior Convertible Notes due 2024 (CUSIP: 04545LAA5) ("2024 Notes", together with the 2021 Notes, the "Notes"). 

    The Offers were made on the terms and subject to the conditions set forth in an Offer to Purchase dated March 11, 2020 (the "Offer to Purchase") and expired at 11:59 p.m., New York City time, on April 7, 2020 (the "Expiration…

    LAKE FOREST, Ill., April 08, 2020 (GLOBE NEWSWIRE) -- Assertio Therapeutics, Inc. ("Assertio" or the "Company") (NASDAQ:ASRT), today announced the completion and final results for its cash tender offers (the "Offers") to purchase any and all of the outstanding $42,465,000 in aggregate principal amount of its 2.50% Senior Convertible Notes due 2021 (CUSIP: 249908AA2) ("2021 Notes") and $34,522,000 of its 5.00% Senior Convertible Notes due 2024 (CUSIP: 04545LAA5) ("2024 Notes", together with the 2021 Notes, the "Notes"). 

    The Offers were made on the terms and subject to the conditions set forth in an Offer to Purchase dated March 11, 2020 (the "Offer to Purchase") and expired at 11:59 p.m., New York City time, on April 7, 2020 (the "Expiration Time"). As of the Expiration Time of the Offers, $42,130,000 aggregate principal of 2021 Notes and $34,522,000 aggregate principal of 2024 Notes have been validly tendered and not validly withdrawn (the "Accepted Notes"). Holders of the Accepted Notes are entitled to receive in cash $995 per $1,000 principal amount of Accepted Notes, plus accrued and unpaid interest on such Notes up to, but not including, the date the Offers are settled, which is expected to be April 9, 2020.

    To help facilitate the Offers, Assertio retained SunTrust Robinson Humphrey, Inc. to act as dealer manager and Global Bondholder Services Corporation to act as information and tender agent. Holders of Notes who have questions may contact Global Bondholder Services Corporation by telephone at (866) 807-2200 (toll-free in North America) or by email at or SunTrust Robinson Humphrey, Inc. at (404) 926-5675.

    This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

    About Assertio Therapeutics, Inc.

    Assertio Therapeutics is committed to providing responsible solutions to advance patient care in the Company's core areas of neurology, orphan and specialty medicines. Assertio currently markets two FDA-approved products and continues to identify, license and develop new products that offer enhanced options for patients that may be underserved by existing therapies. To learn more about Assertio, visit www.assertiotx.com.

    "Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

    This news release contains forward-looking statements. Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "will," "believes" and words and terms of similar substance used in connection with any discussion identify forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstance These statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including risks related to the proposed purchase transactions and other risks outlined in Assertio's public filings with the Securities and Exchange Commission, including Assertio's most recent annual report on Form 10-K. All information provided in this news release speaks as of the date hereof. Except as otherwise required by law, Assertio undertakes no obligation to update or revise its forward-looking statements.

    Investor and Media Contact:

    Dan Peisert
    Senior Vice President and Chief Financial Officer

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  5.  

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

     

     

    Filed by the Registrant  

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    Check the appropriate box:

    Preliminary Proxy Statement

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Definitive Proxy Statement

    Definitive Additional Materials

    Soliciting Material Pursuant to § 240.14a-12

    Zynga Inc.

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

    Payment of Filing Fee (Check the appropriate box)

    No fee required.

    Fee computed on table below…

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

     

     

    Filed by the Registrant  

    Filed by a Party other than the Registrant  

     

    Check the appropriate box:

    Preliminary Proxy Statement

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Definitive Proxy Statement

    Definitive Additional Materials

    Soliciting Material Pursuant to § 240.14a-12

    Zynga Inc.

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

    Payment of Filing Fee (Check the appropriate box)

    No fee required.

    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     

    1.

    Title of each class of securities to which transaction applies:

     

     

    2.

    Aggregate number of securities to which transaction applies:

     

     

    3.

    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

     

     

    4.

    Proposed maximum aggregate value of transaction:

     

     

    5.

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    Fee paid previously with preliminary materials.

    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     

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    4.

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    Table of Contents

    Letter from Chairman

    2

    NOTICE OF ANNUAL MEETING

    3

    PROXY STATEMENT

    4

    General Information

    4

    Questions and Answers about these Proxy Materials and Voting

    4

    Proposal 1—Election Of Directors

    9

    Nominees

    9

    Board of Directors

    14

    Role of the Board

    14

    Board Composition

    14

    Board Leadership Structure

    14

    Director Independence

    15

    Consideration of Director Nominees

    15

    Majority Voting in Director Elections

    16

    Role of the Board in Risk Oversight

    16

    Annual Meeting of Stockholders Attendance

    16

    Meetings of the Board

    17

    Committees of the Board

    17

    Audit Committee

    17

    Compensation Committee

    18

    Nominating and Corporate Governance Committee

    18

    Non-Employee Director Compensation

    18

    Corporate Governance

    20

    Code of Business Conduct and Ethics

    20

    Corporate Governance Guidelines

    20

    Stock Ownership Guidelines

    20

    Hedging, Short Sale and Pledging Policies

    20

    Stockholder Communications with the Board or Committees

    21

    Proposal 2—Advisory Vote to Approve Compensation for Named Executive Officers

    22

    Executive Officers

    22

    Executive Compensation

    25

    Compensation Discussion and Analysis

    25

    Compensation Risk Assessment

    37

    Report of the Compensation Committee

    38

    Executive Compensation Tables

    39

    Summary Compensation Table

    39

    Grants of Plan-Based Awards

    40

    Outstanding Equity Awards

    41

    Stock Option Exercises and Stock Vested

    42

    Pension Benefits

    42

    Non-Qualified Deferred Compensation

    42

    Potential Payments upon Termination or Change in Control

    42

    Pay Ratio Disclosure

    44

    Equity Compensation Plan Information

    45

    Proposal 3—Ratification of Selection of Independent Registered Public Accounting Firm

    46

    Principal Accountant Fees and Services

    46

    Pre-Approval Policies and Procedures

    46

    Report of the Audit Committee

    46

    Proposal 4 – Stockholder Proposal To Allow Stockholders Holding 10% Or More Of Our Common Stock To Call Special Meetings

    48

    Other Business For Consideration

    50

    Security Ownership of Certain Beneficial Owners and Management

    50

    Transactions with Related Persons

    51

    Policy and Procedures

    51

    Related Persons Transactions during the Year

    51

    Rule 10b5-1 Plans

    51

    Additional Information

    51

    No Incorporation by Reference

    51

    2019 Annual Report

    52

    Internet Availability of Annual Meeting Materials

    52

    Stockholders Sharing The Same Address

    52

    Zynga

    2020 Proxy Statement

    1

     


     

    April 6, 2020

    Dear Stockholders:

    You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Zynga Inc., which will be held virtually on Tuesday, May 19, 2020 at 2:30 p.m. (Pacific Time). The virtual-only Annual Meeting can be accessed by visiting https://web.lumiagm.com/287175525 (Password: zynga2020), where you will be able to listen to the meeting live, submit questions, and vote online. This is our first time holding a virtual stockholder meeting, and we are doing so out of an abundance of caution for our stockholders, our directors, our management team, any other invitees to our Annual Meeting, and the general public in light of the COVID-19/coronavirus outbreak. Our Board of Directors has not made any decision with regards to the format of future stockholder meetings.

    The matters expected to be acted upon at the virtual Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

    Your vote is important. Whether or not you plan to attend the meeting, please cast your vote as soon as possible by Internet or by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares at the virtual meeting.

    We look forward to your attendance at our virtual Annual Meeting.

    Sincerely,

    Mark Pincus
    Chairman of the Board


    Zynga

    2020 Proxy Statement

    2

     


     

     

    Notice of 2020 Annual Meeting of Stockholders

    We are pleased to invite you to join our Board of Directors and senior leadership at Zynga’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). During our virtual-only Annual Meeting, you will be able to listen to the meeting live, submit questions, and vote online.

     

    Date

    Time

    Place

    May 19, 2020

     

    2:30 p.m. Pacific Time

     

    Access online at https://web.lumiagm.com/287175525 (Password: zynga2020)

     

     

     

     

    Items of Business

    1. Elect as directors the eight (8) nominees named in the attached proxy statement.

    2. Approve, on an advisory basis, the compensation of our executive officers.

    3. Ratify the appointment of Ernst & Young (“Ernst & Young”) as Zynga’s independent registered public accounting firm for 2020.

    4. Vote on a proposal submitted by a stockholder regarding special stockholder meetings, if properly presented at the Annual Meeting.

    5. Conduct any other business properly brought before the Annual Meeting.

     

     

    Record Date

    Holders of our Class A common stock as of the close of business on March 24, 2020 will be entitled to notice of, and to vote at, the Annual Meeting.

     

     

     

     

     

     

    By Order of the Board of Directors,

     

    Phuong Y. Phillips

    Chief Legal Officer and Secretary

    San Francisco, California

    April 6, 2020

     

     

     

    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 19, 2020: The proxy statement and Zynga’s Annual Report on Form 10-K for 2019 are available electronically at https://investor.zynga.com/financial-information/annual-reports.

    We are making the proxy statement and the form of proxy first available on or about April 6, 2020.

     

    Make your vote count. Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please promptly vote over the Internet or by signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting, as your proxy is revocable at your option.

    Each share of Zynga Class A common stock that you own represents one vote. For questions regarding your stock ownership, contact your brokerage firm or other entity that holds your shares or, if you are a registered holder, our transfer agent, American Stock Transfer & Trust Company, LLC, by calling (800) 937-5449, by writing to 6201 15th Avenue, Brooklyn, New York 11219 or by e-mailing .

     

    Zynga

    2020 Proxy Statement

    3

     


     

    2020 Proxy Statement

    General Information

    This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Zynga Inc. (“Zynga,” the “Company,” or “we”), for use at the 2020 Annual Meeting of Stockholders or any postponement, adjournment, or other delay thereof (the “Annual Meeting”).

    The Annual Meeting will be held virtually at 2:30 p.m., Pacific Time, on May 19, 2020. The Annual Meeting can be accessed by visiting https://web.lumiagm.com/287175525 (Password: zynga2020).

    Only stockholders of record as of the close of business on March 24, 2020, the record date, are entitled to notice of, and to vote at, the Annual Meeting or at any adjournments or postponements of the Annual Meeting. We are making the proxy statement and the form of proxy first available on or about April 6, 2020.

    Questions and Answers About These Proxy Materials and Voting

    The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.

    Why did I receive a notice regarding the availability of proxy materials on the Internet instead of a full set of proxy materials?

    Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice and to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy are found in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of the Annual Meeting.

    Will I receive any other proxy materials by mail?

    No, we will not be sending any additional proxy materials by mail unless you request such materials.

    How can I access the proxy materials over the Internet?

    The Notice and proxy card or voting instruction card will contain instructions on how to view the proxy materials on the Internet, vote your shares on the Internet, and request electronic delivery of future proxy materials. An electronic copy of this proxy statement and the Annual Report on Form 10-K for 2019 (the “2019 Annual Report”) are available at https://investor.zynga.com/financial-information/annual-reports.

    How do I attend the Annual Meeting?

    The Annual Meeting will be held on May 19, 2020 at 2:30 p.m., Pacific Time. The Annual Meeting can be accessed by visiting https://web.lumiagm.com/287175525 (Password: zynga2020), where you will be able to listen to the meeting live, submit questions and vote online. Only stockholders as of March 24, 2020 are entitled to vote and ask questions at the Annual Meeting. If you are not a stockholder of record but hold shares in “street name” through a brokerage firm, bank, dealer or other similar organization, trustee, or nominee (generally referred to in this proxy statement as a “broker”), you may attend the Annual Meeting as a guest. Please note that if you hold shares in “street name” through a broker and intend to vote your shares online during the Annual Meeting or ask questions during the Annual Meeting, you must request and obtain a valid “legal proxy” from your broker and register to attend the Annual Meeting as a stockholder with American Stock Transfer & Trust Company LLC.

    Information on who can vote or ask questions online during the Annual Meeting is discussed immediately below.

    What if I have technical difficulties accessing or participating in the Annual Meeting?

    If you encounter difficulties accessing or participating in the Annual Meeting, please visit https://go.lumiglobal.com/faq for help and support.

    Who can vote and ask questions at the Annual Meeting?

    You are entitled to vote and ask questions at the Annual Meeting if you were a stockholder of record as the close of business on March 24, 2020, the record date for the Annual Meeting.

    Stockholder of Record: Shares Registered in Your Name. You are a stockholder of record if your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, at the close of business on March 24, 2020. As a stockholder of record, you may vote online during the Annual Meeting or vote by proxy. Whether or not you plan to virtually attend the Annual Meeting, we urge you to submit a proxy to ensure your vote is counted. See page 5 for detailed instructions on how to vote your shares.

    Beneficial Owner: Shares Registered in the Name of Broker. If your shares were held not in your name but rather in an account at a broker at the close of business on March 24, 2020, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by your broker. The broker holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker regarding how to vote the shares in your account. You are also invited to virtually attend the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares or ask questions at the Annual Meeting unless you request and obtain a valid legal proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a legal proxy form.  

    Zynga

    2020 Proxy Statement

    4

     


     

    After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Annual Meeting as a stockholder, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to American Stock Transfer & Trust Company, LLC. Requests for registration should be directed to or to facsimile number 718-765-8730.  Written requests can be mailed to:

    American Stock Transfer & Trust Company LLC
    Attn: Proxy Tabulation Department
    6201 15th Avenue | Brooklyn, NY 11219

    Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 8, 2020.

    You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Annual Meeting and vote your shares at https://web.lumiagm.com/287175525 (Password: zynga2020) during the meeting. Follow the instructions provided to vote. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

    What am I voting on and how does the Board recommend that I vote?

    Proposal

    Recommendation

    Reasons for Recommendation

    1. Election of directors


    For All
    Nominees

    The Board and the Nominating and Corporate Governance Committee believe the eight (8) nominees named in this proxy statement possess the skills, experience, and diversity to effectively monitor company performance and leadership, provide oversight and risk management, and advise management on Zynga’s long-term strategy.

    2. Advisory vote to approve executive compensation


    For

    The Board and the Compensation Committee believe that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation.

    3. Ratification of appointment of Ernst & Young as independent registered public accounting firm for 2020


    For

    Based on the Audit Committee’s assessment of Ernst & Young’s qualifications and performance, we believe their retention for 2020 is in the best interests of Zynga’s stockholders.

    4. Shareholder proposal to amend the shareholding threshold to call a Special Meeting


    Against

    In February 2020, the Board proactively amended our Bylaws to allow stockholders representing 30% of our common stock to call a special meeting, the same threshold that has existed for years at Zynga prior the conversion of our high-vote stock. The Board believes that this proposal is unnecessary because stockholders have an existing right to call special meetings with a threshold that would represent a reasonable number of interested stockholders with a material concern.

    What if another matter is properly brought before the meeting?

    The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of each person named as a proxy holder in the proxy card to vote on those matters in accordance with his or her best judgment.

    How do I vote?

    For each of the other matters to be voted on, including the election of the nominees to the Board, you may vote “For” or “Against” or abstain from voting. Voting procedures based on how your shares are held are described below.

    Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy through the Internet, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. Even if you have already voted by proxy, you may still attend and vote at the Annual Meeting.

     

    To vote online before the meeting, go to www.voteproxy.com to complete an electronic proxy card. You will be asked to provide the Voter Control Number issued by American Stock Transfer & Trust Company LLC. Your vote must be received by 11:59 p.m., Eastern Time, on May 18, 2020 to be counted.

     

    To vote online during the meeting, attend the Annual Meeting by visiting https://web.lumiagm.com/287175525 (Password: zynga2020), where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 2:30 p.m. (Pacific Time) on May 19, 2020. Please have your Voter Control Number issued by American Stock Transfer & Trust Company LLC to join the Annual Meeting as a stockholder.  

     

    To vote by proxy, if you requested a proxy card you must sign and date the proxy card and return it promptly (a reply envelope is provided for your convenience). If you return your signed and dated proxy card to us before the Annual Meeting, we will vote your shares as you direct on your proxy card.

    Zynga

    2020 Proxy Statement

    5

     


     

    Beneficial Owner: Shares Registered in the Name of Broker. If you are a beneficial owner of shares registered in the name of your broker (i.e., you hold shares in “street name”), you should have received a Notice containing voting instructions from your broker rather than from us. Please follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may be able to vote over the Internet prior to the Annual Meeting using instructions provided by your broker. To vote your shares online during the meeting, please read the “Beneficial Owner: Shares Registered in the Name of Broker” answer under the question “Who can vote and ask questions at the Annual Meeting?” on page 4 of the proxy statement for instructions on how to register to attend the Annual Meeting as a stockholder. A beneficial owner must be registered to attend the Annual Meeting as a stockholder and must have a Voter Control Number issued by American Stock Transfer & Trust Company LLC in order to vote online during the meeting.

    Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

    How many votes do I have?

    On each matter to be voted upon, each holder of shares of Class A common stock is entitled to one (1) vote for each share of Class A common stock held as of the record date.

    What if I return a proxy card or otherwise vote but do not make specific choices?

    If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted as recommended by Zynga’s Board of Directors, as described below:

    Proposal

     

    How Voted?

    1. Election of directors

     


    For All Nominees

    2. Advisory vote to approve executive compensation

     


    For

    3. Ratification of appointment of Ernst & Young as Zynga’s independent registered public accounting firm for 2020

     


    For

    4. Shareholder proposal to amend the shareholding threshold to call a Special Meeting

     


    Against

    If any other matter is properly presented at the Annual Meeting, Mr. Griffin or Ms. Phillips (the individuals named on your proxy card as proxy holders) will vote your shares in accordance with his or her best judgment.

    Who is paying for this proxy solicitation?

    We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We have retained D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in the solicitation of proxies for a fee of $21,000, plus reimbursement of certain out-of-pocket expense. We may also reimburse brokers for the cost of forwarding proxy materials to beneficial owners.

    What does it mean if I receive more than one Notice?

    If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

    Can I change my vote after submitting my proxy?

    Yes. You can revoke your proxy at any time before the vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy before the final vote in any one of the following ways:

     

    You may submit another properly signed proxy card with a later date.

     

    You may grant a subsequent proxy through the Internet.

     

    You may send a timely written notice that you are revoking your proxy to:

    Office of the Corporate Secretary
    c/o Legal Department
    Zynga Inc.
    699 8th Street
    San Francisco, CA 94103

     

    You may virtually attend the Annual Meeting and vote at the meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

    Your most current proxy card or Internet proxy is the one that is counted.

    Note that if your shares are held by your broker, you should follow the instructions provided by your broker.

    Zynga

    2020 Proxy Statement

    6

     


     

    When are stockholder proposals for next year’s annual meeting due?

     

    If the proposal is to be included in the
    2021 Proxy Statement

     

    If the proposal is not to be Included in the 2021 Proxy Statement
    but still considered at the 2021 Annual Meeting

    December 7, 2020

     

    No earlier than January 19, 2021 and
    no later than February 18, 2021

    Proposals must be received in writing at:

    Office of the Corporate Secretary | c/o Legal Department
    Zynga Inc. | 699 8th Street | San Francisco, CA 94103

    We advise you to review our bylaws, which contain these and other requirements with respect to advance notice of stockholder proposals and director nominations, including certain information that must be included concerning the proposals and nominees. Our current bylaws were filed with the SEC as exhibit 3.2 to the Annual Report on Form 10-K, filed by Zynga on February 28, 2020, and can be viewed by visiting our investor relations website at https://investor.zynga.com/corporate-governance. You may also obtain a copy by writing to:

    Office of the Corporate Secretary | c/o Legal Department
    Zynga Inc. | 699 8th Street | San Francisco, CA 94103

    Stockholder proposals not submitted pursuant to our bylaws must otherwise comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Zynga-sponsored proxy materials.

    How are votes counted?

    Votes will be counted by the inspector of elections appointed for the Annual Meeting. In the election of our directors, our majority voting standard provides that only votes “For” and “Against”; will be counted. On all other matters, votes “For” and “Against,” abstentions and, if applicable, broker non-votes will be counted. Abstentions count as votes “Against” a proposal for purposes of determining whether a proposal has passed. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

    What are “broker non-votes”?

    If you hold shares beneficially in “street name” and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Matters on which a broker is not permitted to vote without instructions from the beneficial owner are referred to as “non-routine” matters. Broker non-votes are counted for purposes of determining whether a quorum exists for the transaction of business at the Annual Meeting.

    As a beneficial owner, in order to ensure your shares are voted in the way that you would like, you must provide voting instructions to your broker by the deadline provided in the materials you receive from your broker. If you do not provide voting instructions to your broker, your broker will only have discretion to vote your shares on "routine" matters. 

     

    “Non-Routine” Matters

     

    “Routine” Matters

    1. Election of our directors (Proposal 1)

     

    3. Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2019 (Proposal 3)

    2. The vote to approve, on an advisory basis, on the compensation of our named executive officers (Proposal 2)

     

     

    4. Shareholder proposal to amend the shareholding threshold to call a Special Meeting (Proposal 4)

     

     

    If you hold your shares in “street name” through a broker, it is critical that you cast your vote if you want it to count in the election of our directors (Proposal 1), the advisory vote on compensation of our named executive officers (Proposal 2) and the shareholder proposal (Proposal 4). If you hold your shares in “street name” and you do not instruct your broker how to vote in the election of our directors or the advisory vote on compensation of our named executive officers, no votes will be cast on your behalf.

    Zynga

    2020 Proxy Statement

    7

     


     

    How many votes are needed to approve each proposal?

    Proposal

    Votes Needed

    Broker Non-Votes

    Abstentions

    1. Election of directors

    For each director nominee, the number of votes cast “For” that director nominee must exceed the number of votes cast “Against” that director nominee.

    No effect

    No effect

    2. Advisory vote to approve executive compensation

    “For” votes representing a majority of the voting power of the shares either present at the Annual Meeting or represented by proxy and entitled to vote on the matter.

    No effect

    Count as votes “Against”

    3. Ratification of appointment of Ernst & Young as independent registered public accounting firm for 2020

    “For” votes representing a majority of the voting power of the shares either present at the Annual Meeting or represented by proxy and entitled to vote on the matter.

    No effect

    Count as votes “Against”

    4. Shareholder proposal to amend the shareholding threshold to call a Special Meeting

    “For” votes representing a majority of the voting power of the shares either present at the Annual Meeting or represented by proxy and entitled to vote on the matter.

    No effect

    Count as votes “Against”

    What is the quorum requirement?

    A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the shares of Class A common stock entitled to vote are present at the Annual Meeting or represented by proxy. On the record date, there were 955,766,291 shares of Class A common stock (with one vote per share) outstanding and entitled to vote. As such, the holders of at least 477,883,146 shares must be present or represented by proxy at the Annual Meeting to constitute a quorum.

    Your shares will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you vote online at the Annual Meeting. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chair of the Board or the holders of a majority of the voting power of the shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date. If you return your proxy card or otherwise vote but do not make specific voting choices, your shares will be counted toward the quorum.

    How can I find out the results of the voting at the Annual Meeting?

    Preliminary voting results may be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8‑K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8‑K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to our Current Report on Form 8‑K to publish the final results.

    What if my question isn’t listed here?

    If you question wasn’t listed here, please contact our investor relations department as follows:

     

    Investor Relations Department
    Zynga Inc.
    699 8th Street
    San Francisco, CA 94103

    https://investor.zynga.com/contact-us-form
    or

    Zynga

    2020 Proxy Statement

    8

     


     

    Proposal 1 — Election of Directors

    THE BOARD RECOMMENDS A VOTE “FOR”
    THE ELECTION OF EACH NOMINEE

    The Board currently has eight (8) members:

     

    Mark Pincus

     

    Frank Gibeau

     

    Dr. Regina E. Dugan

     

    William “Bing” Gordon

     

    Louis J. Lavigne, Jr.

     

    Carol G. Mills

     

    Janice M. Roberts

     

    Ellen F. Siminoff

    On February 27, 2020, the Board nominated each of the current directors for reelection. Each nominee has agreed to being named as a nominee in this proxy statement and to serve as a director if elected. Zynga’s management has no reason to believe that any nominee will be unable to serve. Each elected director will hold office until the 2021 annual meeting of stockholders and until his or her successor is elected, or, if sooner, until his or her death, resignation, or removal. If any nominee becomes unavailable for election as a result of an unexpected occurrence or for “good cause” will not serve, your shares may be voted for the election of a substitute nominee proposed by us. The proxies being solicited will be voted for no more than eight (8) nominees at the Annual Meeting.

    In February 2019, we adopted a majority voting policy. Pursuant to this policy, a nominee in an uncontested election of directors must receive a majority of votes cast (that is, more “For” than “Against” votes) in order to be elected to the Board. If an incumbent director fails to receive the required vote for election in an uncontested election, then such director will, promptly following certification of the stockholder vote, offer his or her resignation to the Board for consideration. If determined to be appropriate, the Board will accept that resignation. The Annual Meeting is considered an uncontested election, and our majority voting policy will be applicable. For additional information on our majority voting policy, see the section of this proxy statement titled “Proposal 1—Election of Directors—Majority Voting in Director Elections.”

    Nominees

    The following pages contain a brief biography of each nominee and a discussion of the relevant experiences, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to recommend that person as a nominee for director. All of our nominees have significant high-level managerial experience in complex organizations, a depth of experience and demonstrated excellence in his or her professional field(s), and personal values and judgment appropriate for serving as fiduciaries for our stockholders. We believe all of our nominees for director are individuals of high character and integrity, are able to work well with others, and have sufficient time to devote to our affairs.

    The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes, or skills of each director or director nominee that led the Board and the Nominating and Corporate Governance Committee to believe that that nominee should continue to serve on the Board. However, each of the members of the Board and the Nominating and Corporate Governance Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

     

    Mark Pincus

     

    Director since: 2007

    Age: 54

    Mark Pincus is founder and Chairman of the Board of Zynga. He has served as our Chairman from April 2007 to March 2016, as Executive Chairman from March 2016 to May 2018, and as Chairman since May 2018. He previously served as Chief Executive Officer from April 2007 to July 2013 and from April 2015 to March 2016, and as Chief Product Officer from April 2007 to April 2014. In 2014, he founded superlabs, a San Francisco-based product lab focused on developing products that connect and empower people, which was acquired by Zynga in 2015. Mr. Pincus also founded Zynga.org in 2009, a non-profit organization dedicated to using social games for social good. From 2003 to 2007, Mr. Pincus served as Chief Executive Officer and Chairman of Tribe.net, a company he launched and one of the first social networks in the industry. From 1997 to 2000, he served as Chairman of Support.com, Inc. (NASDAQ:SPRT), a help desk automation software company he founded, and he served as Chief Executive Officer and President from December 1997 to July 1999. From 1996 to 1997, he served as Chief Executive Officer of FreeLoader, Inc., a web-based news company he founded.

    Mr. Pincus also made founding investments in Napster, Twitter and Facebook.

    Mr. Pincus graduated summa cum laude from University of Pennsylvania’s Wharton School of Business and earned an MBA from Harvard Business School.  He is an angel investor in multiple Silicon Valley startups and regularly lectures at Stanford Graduate School of Business and Harvard Business School on topics including entrepreneurship, product and game design and managing at scale. He also designed and taught the first product management class at Stanford Graduate School of Business.

     

    Zynga

    2020 Proxy Statement

    9

     


     

    Qualifications

    Mr. Pincus was selected to serve on the Board because of his unique perspective and experience as our founder and Chairman, and for his prior leadership of our company, including as our former Chief Executive Officer and Chief Product Officer, in which he oversaw Zynga during periods of significant international expansion (both organically and via acquisitions). Mr. Pincus also has extensive experience in the technology sector, specifically the social media and Internet industries, and as an accomplished entrepreneur and investor in identifying, fostering and scaling new products, technologies and consumer trends.

     

     

    Frank Gibeau

     

     

    Director since: 2015

    Age: 51

    Frank Gibeau is the Chief Executive Officer of Zynga. He joined Zynga as CEO in March 2016, and has been a member of the Zynga Board of Directors since August 2015. Mr. Gibeau is a mobile, PC and console gaming industry expert with 25 years of experience in interactive entertainment.

    As Zynga’s CEO, Mr. Gibeau led the company’s turnaround and transition to rapid growth. Zynga’s market cap during Mr. Gibeau’s tenure as CEO has nearly tripled, in large part, due to optimizing live services and fortifying the company’s portfolio of wildly popular franchises, including CSR Racing, Words With Friends, and Zynga Poker. Under Mr. Gibeau’s leadership, Zynga has acquired a pipeline of games including global hits Empires & Puzzles and Merge Dragons!, as well as secured game development partnerships with some of the world’s most iconic brands and entertainment franchises, such as Game of Thrones, Harry Potter, and Star Wars. Mr. Gibeau’s groundbreaking series of studio acquisitions, including Gram Games and Small Giant Games, along with innovation and success across the games portfolio have positioned Zynga as among the fastest growing public gaming companies in the world in 2019, and have resulted in the highest quarterly bookings and revenue in Zynga’s history (Q4 ‘19).

    Mr. Gibeau spent more than two decades at Electronic Arts where he held a number of influential business and product leadership roles. Most recently, he served as the Executive Vice President of EA Mobile, where he led strategy, product development and publishing for the company’s fast-growing mobile games business. In that role, Mr. Gibeau managed EA’s portfolio of popular mobile franchises including The Simpsons: Tapped Out, Plants vs. Zombies, Real Racing, Bejeweled, Star Wars, Minions, SimCity, EA SPORTS and The Sims. In addition, Mr. Gibeau spearheaded the creation of new mobile IP and platform technology, as well as EA’s Chillingo publishing operation.

    Prior to leading EA’s mobile business, Mr. Gibeau was President of EA Labels from 2011 to 2013, where he oversaw IP development, worldwide product management and marketing for major console and PC properties including Battlefield, FIFA, Madden NFL, Need for Speed, SimCity, Star Wars: The Old Republic, Mass Effect, Dragon Age and The Sims. He also spent four years as the President of the EA Games Label, leading a successful business turnaround that resulted in increased product quality, on-time game delivery and dramatically reduced costs. Before that, Mr. Gibeau acted as EA’s Executive Vice President and General Manager of The Americas, where he was directly responsible for a publishing operation that accounted for more than $1.5 billion of EA’s annual revenue. While at EA, Mr. Gibeau also served as Executive Producer of the major motion picture “Need For Speed,” which was released in 2014.

    Since 2015, Mr. Gibeau has served as the Chairman of the Corporate Advisory Board for the Marshall School of Business at the University of Southern California. He also currently serves as a director and a member of the audit committee of Yeti Holdings, Inc., a premium outdoor brand known for its iconic coolers, drinkware, and outdoor equipment. Mr. Gibeau previously served on the Board of Directors for Cooliris, a mobile content and communication technology company; and, Graphiq, a data visualization company. He received a Bachelor of Science in Business Administration from the University of Southern California and a Masters of Business Administration from Santa Clara University.

    Qualifications

    Mr. Gibeau was selected to serve on the Board due to his extensive leadership, knowledge and experience with the mobile, PC and console gaming industries. In addition, as our Chief Executive Officer, Mr. Gibeau has personally overseen the hiring our current senior management team, has a deep perspective on our operations, and provides key insight and advice in the Board’s consideration and oversight of corporate strategy and management development.

     

    Zynga

    2020 Proxy Statement

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    Dr. Regina E. Dugan

     

     

     

    Director since: 2014

    Age: 57

    Current Committees:
    Nominating and Corporate Governance (Chair)

    Independent

    Dr. Regina E. Dugan served as the VP of Engineering at Facebook, Inc. (NASDAQ:FB) from May 2016 until January 2018. In this position, she led Facebook’s “Building 8”, the company's breakthrough consumer electronic product shipping, development, and R&D organization. Dr. Dugan also currently serves on the board of directors of Varian Medical Systems, Inc. (NYSE:VAR), a manufacturer of medical devices and software for treating cancer and other medical conditions with radiotherapy, radiosurgery, and brachytherapy and one additional private board. She is the CEO of a start up currently in stealth mode. Dr. Dugan served as VP of Engineering, Advanced Technology and Projects at Google Inc. (NASDAQ:GOOG, GOOGL))) from March 2012 until May 2016; including 2 years as Senior Vice President of Advanced Technology and Projects at Google’s Motorola Mobility division, a telecommunications equipment company, from March 2012 to February 2014; and director of the Defense Advanced Research Projects Agency, the principal agency within the U.S. Department of Defense for research, development and demonstration of high-risk, high-payoff capability for National Security, from July 2009 to March 2012. Dr. Dugan has also held several executive positions, including co-founder, President, and CEO at RedXDefense LLC, a security solutions company, from 2005 to 2009, and co-founder, President, and CEO at Dugan Ventures, an investment firm where she continues to serve as a non-voting partner.

    Dr. Dugan is an inventor or co-inventor on several patents and holds a Ph.D. in Mechanical Engineering from the California Institute of Technology. She was named a Caltech Distinguished Alumni (one of 256 historical honorees) and has been inducted into the VaTech Academy of Engineering Excellence.

    Qualifications

    Dr. Dugan was selected to serve on the Board for her leadership in innovation and technology development and her demonstrated track record of inspiring teams to reevaluate and reimagine technologies and processes. Dr. Dugan brings a depth of perspective on important issues such as cybersecurity, privacy, operating principles and governance matters. Dr. Dugan’s professional experience contributes to the overall perspective and dialogue among our Board.

     

     

    William “Bing” Gordon

     

     

     

    Director since: 2008

    Age: 70

    Bing Gordon has been a partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since June 2008. Mr. Gordon co-founded EA and served as its Executive Vice President and Chief Creative Officer from March 1998 to May 2008. Mr. Gordon serves on the boards of directors of N3twork, a media sharing company; Airtime Media Inc., a messaging company, Zazzle Inc., a web-based custom products company, and Linden Research, Inc. (or Linden Lab), a virtual worlds company. Mr. Gordon is a special advisor to the board of directors of Amazon.com, Inc. (NASDAQ:AMZN), an internet retail company, and previously a member of its board from 2003 until January 2018. He was also a founding director at ngmoco, LLC (acquired by DeNA Co. Ltd. in 2010) and Audible, Inc. (acquired by Amazon.com, Inc. in 2008). Mr. Gordon was awarded the Academy of Interactive Arts & Sciences’ Lifetime Achievement Award in 2011 and held the game industry’s first endowed chair in game design at the University of Southern California School of Cinematic Arts.

    Mr. Gordon earned an M.B.A. from the Stanford Graduate School of Business and a B.A. from Yale University.

    Qualifications

    Mr. Gordon was selected to serve on the Board due to his extensive leadership and entrepreneurial experience as a senior executive of EA, a company he co-founded and through which he gained experience with emerging technologies and consumer-focused product development and marketing issues, as well as his experience as a venture capitalist investing in and guiding technology companies. As a special consultant to Zynga, Mr. Gordon also possesses and contributes in-depth knowledge and understanding of our studio operations and game development efforts.

     

    Zynga

    2020 Proxy Statement

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    Louis J. Lavigne, Jr.

     

     

     

     

    Director since: 2015

    Age: 71

    Current Committees:
    Audit (Chair), Compensation

    Independent

    Lead Independent Director

    Louis J. Lavigne, Jr. has been a Managing Director of Lavrite, LLC, a management consulting firm specializing in the areas of corporate finance, accounting, growth strategy and management, since 2005. Mr. Lavigne has served on the boards of directors of several public and private companies and institutions. Mr. Lavigne served in various executive capacities with Genentech, Inc. (NYSE:DNA), a biotech company, for over 20 years, including, Chief Financial Officer from 1988 to 2005, Executive Vice President from 1997 to 2005; Senior Vice President from 1994 to 1997; Vice President from 1986 to 1994; and Controller from 1983 to 1986. Mr. Lavigne was named the Best CFO in Biotech in 2005 in the Institutional Investor Survey, and in June 2006, he received the Bay Area CFO of the Year-Hall of Fame Lifetime Achievement Award. He has served as  a director, chair of the audit committee, and member of the compensation committee of DocuSign Inc., an eSignature transaction management company, since July 2013 and as a director, chairman of the board of directors, and chairperson of the compensation committee of Accuray Incorporated (NASDAQ:ARAY), a radiation oncology company, since September 2009. He has also served as a member of the board of directors of Rodan + Fields, LLC since June 2015 and as a director, lead director and chairman of the audit committee of Alector, Inc. (NASDAQ:ALEC), an immunology company, since October 2018. Within the last five years, Mr. Lavigne also served as a member of the board of directors of Assertio Therapeutics, Inc. (NASDAQ:ASRT), a specialty pharmaceutical company, from July 2013 until his retirement from its board on May 2019, also having served as the chair of the company’s compensation committee and a member of the audit committee during his tenure there; on the board of directors and chairman of the audit committee of Puppet Inc. from December 2015 until his retirement from its board on June 2019; on the board of directors, the audit committee, and the science and technology committee of Allergan, Inc. (NYSE:AGN), a technology-driven, global health care company that provides specialty pharmaceutical products worldwide, from 2005 until its acquisition by Actavis plc in 2015; as a director and chair of the audit committee of SafeNet, Inc., a private information security company, from 2010 until its acquisition by Gemalto NV in 2015; as a director and chair of the audit committee of NovoCure, Limited (NASDAQ:NVCR, a commercial stage oncology company from 2013 to October 2018; and BMC Software, Inc. (NASDAQ: BMC), an enterprise systems software vendor, from 2004 to 2007 and from 2008 to 2013, when it was acquired by a private investor group. Mr. Lavigne serves as a board member and former chairman of the UCSF Benioff Children’s Hospitals and the UCSF Children’s Hospitals Foundation where he is also a member of the audit and finance committees.

    Mr. Lavigne holds a B.S. in Finance from Babson College and an M.B.A. from Temple University.

    Qualifications

    Mr. Lavigne was selected to serve on the Board due to his extensive experience in business operations and management, strategy, finance, accounting and public company governance through his experience as a chief financial officer of a large, complex publicly-traded company and his extensive board leadership positions with a number of public company boards, audit committees and other organizations.

     

    Carol G. Mills

     

     

    Director since: 2017

    Age: 66

    Current Committees:
    Audit, Compensation

    Independent

    Carol G. Mills has served as the chair of the board of directors of Xactly Corporation (NYSE:XTLY) since February 2010 and as a non-executive director of RELX Group (NYSE:RELX) since April 2016. Ms. Mills has been an independent consultant since February 2006. Ms. Mills has been a member of the board of directors of numerous public companies: Alaska Communications Systems Group, Inc. (NASDAQ:ALSK), a provider of broadband solutions, from 2013-15; Ingram Micro Inc. (NYSE:IM), an electronics company and information technology distributor, from 2014-16; Adobe Systems Incorporated (NASDAQ:ADBE) from 1998 to 2011; Blue Coat Systems, Inc. from 2009 to 2012; and Tekelec from 2007 to 2012. Prior to her board service, she spent more than 30 years in top level operating positions at Hewlett-Packard, Juniper Networks, and Acta Technology.

    Ms. Mills holds a B.A. in Economics from Smith College and an M.B.A. from Harvard University.

    Qualifications

    Ms. Mills was selected to serve on our Board due to her significant managerial experience as an operating executive in technology industries, and her independence and substantial background in corporate governance, operations, and finance gained from serving on the boards of directors of several public companies.

     

    Zynga

    2020 Proxy Statement

    12

     


     

    Janice M. Roberts

     

     

    Director since: 2017

    Age: 64

    Current Committees:
    Compensation (Chair), Nominating and Corporate Governance

    Independent

    Janice M. Roberts is an experienced global technology executive and venture capitalist based in Silicon Valley, where her board experience spans public, private, and nonprofit organizations. She currently serves on the boards of Zebra Technologies, Inc. (NASDAQ:ZBRA), Netgear Inc. (NASDAQ:NTGR) and RealNetworks, Inc. (NASDAQ:RNWK) and was most recently a director of ARM Holdings Plc until its acquisition by the SoftBank Group in 2016. Ms. Roberts has served as a Partner at Benhamou Global Ventures from 2014, where she invests in early stage enterprise and “cross-border” companies, and holds advisory and board positions with portfolio companies. From 2000 to 2013, Ms. Roberts served as Managing Director of Mayfield Fund where she continued as a venture advisor until 2014, investing in wireless, mobile, enterprise and consumer technology companies. From 1992 to 2000, Ms. Roberts was employed by 3Com Corporation (which was later acquired by Hewlett Packard), where she held various executive positions, including Senior Vice President of Global Marketing and Business Development, President of 3Com Ventures, and President of the Palm Computing Business Unit. Ms. Roberts is Co-Chair of GBx Global.org, a curated network of British entrepreneurs and senior technology executives in Silicon Valley; supporting cross-border initiatives and emerging companies. She also serves on the advisory board of Illuminate Ventures and was a Board Director and President of the Ronald McDonald House at Stanford from 2011 to 2017

    Ms. Roberts holds a Bachelor of Commerce degree (honors) from the University of Birmingham in the U.K.

     

    Qualifications

    Ms. Roberts was selected to serve on the Board due to her extensive executive-level experience with technology companies, including companies focused on mobile and wireless communications technologies, as well as her independence and professional experience as an investor and director of public and private companies.

    Ellen F. Siminoff

     

     

     

    Director since: 2012

    Age: 52

    Current Committees:
    Audit, Nominating and Corporate Governance

    Independent

    Ellen F. Siminoff is a long-tenured media and technology executive and board member. From 2007 to 2018, she was President and CEO of Shmoop University, an educational publishing company which has built millions of units of content and is currently consumed by over 15 million users.

    From 2004 to 2008, Ms. Siminoff served as President and CEO of Efficient Frontier, a pioneer in the field of dynamic Search Engine Marketing (SEM) management services, having joined near the company’s founding and building it to manage over $1 billion in marketing spend. Efficient Frontier was sold to Adobe for $425 million. Prior to Efficient Frontier, Ms. Siminoff had six years as a founding executive at Yahoo!. During her tenure, she led Business Development (VP, Business Development and Planning) and Corporate Development (SVP, Corporate Development) and ran the Small Business and Entertainment Business units. Earlier in her career, she ran the online classifieds service for The Los Angeles Times and founded EastNet, a distributor of bartered television programming into Eastern Europe and Russia.

    Among other boards and advisory relationships, Ms. Siminoff currently serves on the board of Discovery Education, a global leader in standards-aligned digital curriculum resources and professional learning for K-12 classrooms, and on the board of BigCommerce, an open SaaS ecommerce platform for fast-growing and major brands. In 2005 she was one of eight industry professionals named "Masters of Information" by Forbes magazine. She is also currently a member of the Advisory Board of Stanford University’s Graduate School of Business. Other prior board experiences include SolarWinds (a provider of downloadable, enterprise-class network management software), US Auto Parts Network, Journal Communications, and Mozilla Corporation (the developers of Firefox browsers).

    Ms. Siminoff graduated Stanford's Graduate School of Business with an M.B.A. and Princeton University with an A.B. in Economics.

    Qualifications

    Ms. Siminoff was selected to serve on the Board due to her breadth of professional experiences in emerging growth and technology companies, her backgrounds in marketing and advertising, her knowledge of consumer trends and expertise in corporate and business development, her governance experience as a director of several public companies, and her success in a variety of industries.

    Zynga

    2020 Proxy Statement

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    Board of Directors

    Role of the Board

    The Board is elected by Zynga’s stockholders to oversee their interests in the long-term health and overall success of Zynga’s business and financial strength. The Board serves as the ultimate decision-making body of Zynga, except for those matters reserved to, or shared with, the stockholders. The Board plays a critical role in the strategic planning process and regularly discusses strategy throughout the year. The Board selects and oversees the members of senior management, who are charged by the Board with conducting Zynga’s business and affairs.

    Board Composition

    The Board is currently comprised of eight (8) members. The current members of the Board are Mr. Pincus, Mr. Gibeau, Dr. Dugan, Mr. Gordon, Mr. Lavigne, Ms. Mills, Ms. Roberts and Ms. Siminoff. Each of our directors was elected to be a director for a one-year term at our 2019 annual meeting of stockholders held on May 7, 2019. There are no family relationships among any of the directors or executive officers of Zynga.

    For information regarding the members of the Board, please see the discussion of their respective experiences, qualifications, attributes and skills under “Proposal 1—Election of Directors—Nominees.

    Board Leadership Structure

    As part of its annual evaluation process described below, the Board reviews its leadership structure to ensure that it is designed to provide robust oversight and independent leadership and promote overall Board effectiveness. Our current Board leadership structure consists of:

    Non-Executive Chairman

     

    Lead Independent Director

     

    Chief Executive Officer

    Mark Pincus

     

    Louis J. Lavigne, Jr.

     

    Frank Gibeau

    Non-Executive Chairman. We believe that Mr. Pincus’ extensive insights into Zynga, as its founder and former Chief Executive Officer, uniquely qualify him to lead our Board of Directors as its non-executive chairman.

    Lead Independent Director. Mr. Lavigne currently serves as our lead independent director. Mr. Lavigne was appointed to this position by our Board upon the recommendation of the Nominating and Corporate Governance Committee, which is constituted by independent members of the Board. We believe that the lead independent director helps to ensure sufficient independence in its leadership and provides effective independent functioning of the Board in its oversight and governance responsibilities. The lead independent director performs such functions and duties provided in our Corporate Governance Guidelines, which are periodically reviewed and updated by the Board and the Nominating and Corporate Governance Committee, and as otherwise may be requested by the Board, including coordinating between the Board and management with regard to the determination and implementation of responses to any problematic risk management issues, calling and chairing formal closed sessions of the independent directors, and leading Board meetings in the absence of the chairman of the Board.

    Chief Executive Officer. We believe that it is important to have our chief executive officer serve on the Board due to the depth of his perspective into our operations, capabilities, and culture, and his ability to provide key insight and advice in the Board’s consideration and oversight of corporate strategy and management development.

    Committee Chairs. Each of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee is led by an independent chair. These committees play a critical role in our governance and strategy, and each committee has access to management and the authority to retain independent advisors as it deems appropriate.

     

    Audit Committee Chair

     

    Compensation Committee Chair

     

    Nominating and Corporate
    Governance Committee Chair

    Louis J. Lavigne, Jr.

     

    Janice M. Roberts

     

    Dr. Regina E. Dugan

    Zynga

    2020 Proxy Statement

    14

     


     

    Director Independence

    As required by the listing requirements and rules of the Nasdaq Stock Market LLC (“Nasdaq”), a majority of the members of the Board must qualify as “independent,” as affirmatively determined by the Board. The Board annually reviews all relevant business relationships that any director or director nominee may have with Zynga, its affiliates, and other companies. The Board also considers significant non-business relationships disclosed to Zynga. As a result of its annual review and based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family and other relationships, the Board has affirmatively determined in 2020 that five (5) of our eight (8) nominees do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable the rules of the SEC and the listing standards of Nasdaq and any other applicable laws or regulations. The five independent directors are Dr. Dugan, Mr. Lavigne, Ms. Mills, Ms. Roberts, and Ms. Siminoff.

    In making these determinations, the Board considered the current and prior relationships that each non-employee director and director nominee, or any of his or her family members, has with Zynga, our senior management and our independent auditors, and all other facts and circumstances deemed relevant in determining their independence, including the following:

     

    Dr. Dugan’s prior roles with Google and Facebook, important commercial partners of Zynga.

     

    Mr. Gordon’s role as an independent consultant to Zynga and roles with Amazon, an important commercial partner of Zynga, and Niantic, Inc., a mobile-gaming company.

     

    The previous co-ownership by Ms. Siminoff, her spouse and Mr. Pincus of a small private airplane, which was not used for Zynga travel and was sold in 2015.

     

    Any other relationships described under the heading “Transactions with Related Persons—Related Persons Transactions During the Year.

    Consideration of Director Nominees

    Director Selection Process and Qualifications

    Candidates for director positions are reviewed in the context of the current composition of the Board, our strategic and operating requirements and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers a candidate’s experience, skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and Zynga to maintain a balance of knowledge, experience, and capability. While our Corporate Governance Guidelines do not prescribe specific diversity standards, the Nominating and Corporate Governance Committee considers diversity in the context of the Board as a whole and takes into account the personal characteristics, experience, and skills of current and prospective directors to ensure that a broad range of perspectives are represented on the Board. In the case of incumbent directors, the Nominating and Corporate Governance Committee reviews such directors’ overall service to Zynga during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. The Nominating and Corporate Governance Committee also determines whether the nominee can be considered independent by the Board for purposes of meeting the Nasdaq listing standards.

    The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee periodically assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board, stockholders, or other persons. The Nominating and Corporate Governance Committee also has the authority to engage third-party search firms to identify and provide information on potential candidates.

    The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote. These candidates are evaluated at meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year.

    A candidate for director should, among other characteristics, have broad experience and demonstrated excellence in his or her field. In addition, a candidate for director should (i) possess relevant expertise upon which to be able to offer advice and guidance to management and be committed to enhancing long-term stockholder value, (ii) have sufficient time to devote to the affairs of Zynga and to carry out his or her duties, and (iii) have the ability to exercise sound business judgment and provide insight and practical wisdom based on experience.

    Each director must represent the interests of all stockholders. Service on other boards of public companies should be limited to a number that permits each director, given his or her individual circumstances, to perform responsibly all director duties. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time.

    Stockholder Recommendations

    The Nominating and Corporate Governance Committee will consider properly submitted stockholder recommendations for candidates for the Board who meet the minimum qualifications as described above. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Submissions should be sent in accordance with the instructions for stockholder communications with the Board under the “Stockholder Communications with the Board or Committees” subsection of this proxy statement. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director, and a representation that the nominating stockholder is a beneficial or record holder of our stock and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Following verification of the stockholder status of persons proposing candidates, the Nominating and Corporate Governance Committee will aggregate the recommendations and consider them at a regularly scheduled meeting prior to the issuance of the proxy statement for our next annual meeting of stockholders. If any materials are provided by a stockholder in connection with the recommendation of a director candidate, such materials will be forwarded to the Nominating and Corporate Governance Committee.

    Zynga

    2020 Proxy Statement

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    Majority Voting in Director Elections

    In February 2019, we adopted a majority voting policy. Pursuant to this policy, a nominee in an uncontested election of directors must receive a majority of votes cast (that is, more “For” than “Against” votes) in order to be elected to the Board. If an incumbent director fails to receive the required vote for election in an uncontested election, then such director will, promptly following certification of the stockholder vote, offer his or her resignation to the Board for consideration in accordance with the procedures set forth in our Corporate Governance Guidelines. These procedures are summarized below.

    In connection with an offered resignation, the Board, through its Qualified Independent Directors (as defined below), will evaluate the best interests of Zynga and our stockholders and will decide the appropriate action to be taken with respect to such offered resignation. Such action may include, without limitation: (1) accepting the resignation; (2) accepting the resignation effective as of a future date not later than 180 days following certification of the stockholder vote; (3) rejecting the resignation but addressing what the Qualified Independent Directors believe to be the underlying cause of the votes against the director; (4) rejecting the resignation but resolving that the director will not be nominated in the future for election; or (5) rejecting the resignation. Prior to making a decision, the Qualified Independent Directors may afford the affected director an opportunity to provide any information or statement that he or she deems relevant.

    “Qualified Independent Directors” means all directors who are (1) independent directors (as defined in accordance with the Nasdaq listing standards); and (2) not required to offer their resignation in connection with a particular director election. If there are fewer than three independent directors then serving on the Board who are not required to offer their resignations, then “Qualified Independent Directors” means all of the independent directors, with each independent director who is required to offer his or her resignation recusing himself or herself from the deliberations and voting only with respect to his or her individual offer to resign.

    In reaching their decision, the Qualified Independent Directors will consider all factors that they deem to be relevant, including but not limited to: (1) any stated reasons why stockholders voted against such director; (2) the extent to which the against votes exceed the votes for the election of the director and whether the against votes represent a majority of Zynga’s outstanding shares of common stock; (3) any alternatives for curing the underlying cause of the against votes; (4) the director’s tenure; (5) the director’s qualifications; (6) the director’s past and expected future contributions to Zynga and the Board; (7) the overall composition of the Board, including whether accepting the resignation would cause Zynga to fail, or potentially to fail, to comply with any applicable law, the Nasdaq listing standards or the rules and regulations of the SEC; and (8) whether such director’s continued service on the Board for a specified period of time is appropriate in light of current or anticipated events involving Zynga.

    Following the Board’s determination, Zynga will, within four business days, disclose publicly the Board’s decision as to whether to accept the resignation offer. The disclosure must also include a description of the process by which the decision was reached, including, if applicable, the reason or reasons for rejecting the offered resignation.

    Except as permitted by our Corporate Governance Guidelines, a director who is required to offer his or her resignation must not be present during the deliberations or voting as to whether to accept his or her resignation or a resignation offered by any other director.

    All nominees in an uncontested election of directors will, by virtue of their being nominated, be deemed to have agreed to abide by our majority voting policy and must offer to resign and resign if requested to do so in accordance with our Corporate Governance Guidelines. From time to time, the Board may elect to have directors and proposed nominees for election as director provide appropriate written confirmation of their understanding and compliance with our majority voting policy.

    Role of the Board in Risk Oversight

    Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible for the day-to-day management of the risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board is responsible for satisfying itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

    The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole as well as through various Board committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for Zynga. The Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. In addition to helping monitor our compliance with legal and regulatory requirements, the Audit Committee also oversees data privacy, data security and cybersecurity risk management, our business continuity plans and procedures and the performance of our internal audit function. The Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct and for evaluating our practices and policies against best practices in our industry. The Compensation Committee monitors our people operations (or human capital management) policies and practices, oversees our efforts to promote diversity and inclusion in our global workforce, helps establish our compensation philosophies, oversees the efficient spending of corporate resources, ensures that our investment in personnel is aligned with the interests of our stockholders, and assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.

    Annual Meeting of Stockholders Attendance

    It is our policy to strongly encourage directors and nominees for director to attend the annual meeting of stockholders. Four of the directors elected to the Board at the 2019 annual meeting of stockholders were in attendance at that meeting.

    Zynga

    2020 Proxy Statement

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    Meetings of the Board

    The Board met seven times during 2019. All directors attended more than 75% of the aggregate number of meetings of the Board and of the committees on which they served during 2019.

    Committees of the Board

    The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee has a written charter, which can be found on the corporate governance section of our investor relations website at https://investor.zynga.com/corporate-governance.

    The following table provides membership for 2019 for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee:

    Name

     

    Audit

     

    Compensation

     

    Nominating and

    Corporate

    Governance

    Mark Pincus

     

     

     

     

     

     

    Frank Gibeau

     

     

     

     

     

     

    Dr. Regina E. Dugan

     

     

     

     

     

    Chair

    William “Bing” Gordon

     

     

     

     

     

     

    Louis J. Lavigne, Jr.

     

    Chair

     

    Member

     

     

    Carol G. Mills

     

    Member

     

    Member

     

     

    Janice M. Roberts

     

     

     

    Chair

     

    Member

    Ellen F. Siminoff

     

    Member

     

     

     

    Member

     

    Audit Committee

    Met five times in 2019

    Current Committee Members

    Louis J. Lavigne, Jr. (Chair)
    Carol G. Mills
    Ellen F. Siminoff

    The Audit Committee engages and evaluates Zynga’s independent registered public accounting firm and discusses with our independent registered public accounting firm the scope of their examinations, including areas where either the committee or the independent accountants believe special emphasis should be directed. The committee assesses the independence of Zynga’s independent registered public accounting firm and monitors the rotation of the partners assigned to Zynga’s audit engagement team. The committee oversees and reviews Zynga’s financial and accounting controls and processes, oversees and evaluates the scope of the annual audit, reviews audit results, and consults with management and Zynga’s independent registered public accounting firm prior to the presentation of financial statements to stockholders. The committee also oversees data privacy, data security and cybersecurity risk management, our business continuity plans and procedures and the performance of our internal audit function. Additionally, the committee, as appropriate, initiates inquiries into aspects of Zynga’s internal accounting controls and financial affairs; and considers and approves or disapproves any related party transactions.

    The Board has determined that (i) all members of the Audit Committee are independent within the meaning of the rules of the SEC and the listing standards of Nasdaq and meet Nasdaq’s financial knowledge and sophistication requirements and (ii) that each of Mr. Lavigne and Ms. Mills is an “audit committee financial expert” within the meaning of the SEC regulations.

    The report of the Audit Committee is on page 46.

     

     

    Zynga

    2020 Proxy Statement

    17

     


     

    Compensation Committee

    Met seven times in 2019

    Current Committee Members

    Janice M. Roberts (Chair)
    Carol G. Mills
    Louis J. Lavigne, Jr.

    The Compensation Committee monitors our people operations (or human capital management) policies and practices; oversees our efforts to promote diversity and inclusion in our global workforce; reviews and approves all forms of compensation to be provided to the executive officers and non-employee directors of Zynga; oversees, evaluates, adopts, and administers incentive and equity compensation plans and similar programs and modifies or terminates such plans and programs; provides recommendations to the Board on compensation-related proposals to be considered at Zynga’s annual meeting; reviews our practices and policies regarding employee compensation as they relate to risk management and risk-taking incentives to determine whether such policies and practices are reasonably likely to have a material adverse effect on Zynga; and reviews Zynga’s succession plans with respect to executive officer positions and recommends appropriate individuals to succeed to those positions.

    The Board has determined that each member of the Compensation Committee is independent under the Nasdaq listing standards, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “IRC”).

    No member of the Compensation Committee has been an employee of Zynga at any time. None of our executive officers currently serves, or has served during 2019, as a member of the board of directors or compensation committee of any entity at which one or more of our directors serves as an executive officer.

    The specific determinations of the Compensation Committee with respect to executive compensation for 2019 are described in greater detail under the heading “Executive Compensation—Compensation Discussion and Analysis.

    The Report of the Compensation Committee is on page 38.

     

     

    Nominating and Corporate Governance Committee

    Met five times in 2019

    Current Committee Members

    Dr. Regina E. Dugan (Chair)
    Janice M. Roberts
    Ellen F. Siminoff

    The Nominating and Corporate Governance Committee oversees our corporate governance functions; periodically reviews and evaluates our director performance; recommends to the Board and management areas for improvement; identifies, interviews, evaluates, nominates, and recommends individuals for membership on the Board and its committees; and reviews and recommends to the Board any amendments to our corporate governance policies.

    The Board has determined that that all members of the Nominating and Corporate Governance Committee are independent under the Nasdaq listing standards.

    Non-Employee Director Compensation

    Historically, as compensation for their services, each of our non-employee directors has been paid cash and granted time-based restricted stock units of Zynga (“RSUs”) under our equity incentive plans. During 2019, the Compensation Committee amended and restated our Non-Employee Director Compensation Policy, providing for the following compensation to our non-employee directors in the 2019-2020 term, all of which vests and is paid on a quarterly basis throughout the one-year term:

    Retainer

     

    Total ($)

     

    Annual Retainer

     

    $

    250,000

     

    (1)

     

    Chair of the Audit Committee Retainer

     

    $

    50,000

     

    (2)

     

    Chair of the Compensation Committee Retainer

     

    $

    35,000

     

    (2)(3)

     

    Chair of the Nominating and Corporate Governance Committee Retainer

     

    $

    15,000

     

    (2)(3)

     

    Member of the Special Litigation Committee Retainer

     

    $

    50,000

     

    (2)

     

    Lead Independent Director

     

    $

    50,000

     

    (2)

     

    Non-Executive Chairperson of the Board

     

    $

    100,000

     

     

    (2

    )

    Non-Chair Member of the Audit Committee

     

    $

    20,000

     

    (2)(3)

     

    Non-Chair Member of the Compensation Committee

     

    $

    15,000

     

    (2)(3)

     

    Non-Chair Member of the Nominating and Corporate Governance Committee

     

    $

    5,000

     

    (2)

     

     

     

     

     

     

     

     

     

     

    (1)Payable 20% in cash and 80% in RSUs.

    (2)Payable 100% in cash.

    (3)Effective as of August 20, 2019, the Non-Employee Director Compensation Policy was amended and restated to increase the retainers payable to (a) the chair of the Compensation Committee from $30,000 to $35,000, (b) the chair of the Nominating and Corporate Governance Committee from $10,000 to $15,000, (c) the non-chair members of the Audit Committee from $15,000 to $20,000, and (d) the non-chair members of the Compensation Committee from $10,000 to $15,000.

    No non-employee director forwent or deferred any portion of his or her Board compensation in 2019.

    Zynga

    2020 Proxy Statement

    18

     


     

    The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2019.

    Name

     

    Fees Earned or

    Paid in Cash ($)

     

     

    Stock Awards ($)(1)

     

     

    All Other Compensation ($)

     

     

    Total ($)

     

    Dr. Regina E. Dugan

     

    $

    61,250

     

    (2)

    $

    199,996

     

    (3)

    $

     

     

    $

    261,246

     

    William “Bing” Gordon

     

    $

    50,000

     

    (4)

    $

    199,996

     

    (3)

    $

    501,289

     

    (5)

    $

    751,284

     

    Louis J. Lavigne, Jr.

     

    $

    161,250

     

    (6)

    $

    199,996

     

    (3)

    $

     

     

    $

    361,246

     

    Carol G. Mills

     

    $

    115,000

     

    (7)

    $

    199,996

     

    (3)

    $

     

     

    $

    314,996

     

    Mark Pincus

     

    $

    150,000

     

    (8)

    $

    199,996

     

    (3)

    $

     

     

    $

    349,996

     

    Janice M. Roberts

     

    $

    123,750

     

    (9)

    $

    199,996

     

    (3)

    $

     

     

    $

    323,746

     

    Ellen F. Siminoff

     

    $

    71,250

     

    (10)

    $

    199,996

     

    (3)

    $

     

     

    $

    271,246

     

     

    (1)

    Represents the grant date fair value of RSUs issued to the director, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions. For a discussion of the valuation of these awards, see Notes to Consolidated Financial Statements at Note 12, “Stockholders’ Equity and Other Employee Benefits” in our 2019 Annual Report. These amounts do not reflect whether the director has actually realized or will realize a financial benefit from the awards upon the vesting of the granted RSUs or the sale of the shares underlying the granted RSUs.

    (2)

    Represents the cash portion of the annual Board retainer and the chair of the Nominating and Corporate Governance Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019).

    (3)

    Represents the RSU portion of the annual Board retainer granted May 7, 2019.

    (4)

    Represents the cash portion of the annual Board retainer.

    (5)

    The entirety of this amount consists of compensation pursuant to the consulting services agreement by and between Zynga and Mr. Gordon effective as of May 11, 2018. Pursuant to that agreement, Mr. Gordon is paid $500,000 per year, of which Mr. Gordon received $100,000 in cash and $400,000 in RSUs. $401,289 is the grant date fair value of RSUs issued to Mr. Gordon in connection therewith, calculated in accordance with FASB ASC Topic 718 for stock-based compensation transactions. For a discussion of the valuation of this award, see Notes to Consolidated Financial Statements at Note 12, “Stockholders’ Equity and Other Employee Benefits” in our 2019 Annual Report. These amounts do not reflect whether Mr. Gordon has actually realized or will realize a financial benefit from the awards upon the vesting of the granted RSUs or the sale of the shares underlying the granted RSUs. $100,000 in cash was paid to Mr. Gordon in 2019 pursuant to the consulting services agreement. For more information, see “Compensation of William “Bing” Gordon” below

    (6)

    Represents the cash portion of the annual Board retainer, the chair of the Audit Committee retainer, the Lead Independent Director Retainer and the non-chair member of the Compensation Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019).

    (7)

    Represents the cash portion of the annual Board retainer, the Special Litigation Committee member retainer, the non-chair member of the Audit Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019) and the non-chair member of the Compensation Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019).

    (8)

    Represents the cash portion of the annual Board retainer and the non-executive chairperson of the Board retainer.

    (9)

    Represents the cash portion of the annual Board retainer, the chair of the Compensation Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019), the Special Litigation Committee member retainer and the non-chair member of the Nominating and Corporate Governance Committee retainer.

    (10)

    Represents the cash portion of the annual Board retainer, the non-chair member of the Audit Committee retainer (as increased under the amended and Restated Non-Employee Director Compensation Policy effective August 20, 2019) and the non-chair member of the Nominating and Corporate Governance Committee retainer.

    Compensation of William “Bing” Gordon

    As a member of our Board since July 2008, Mr. Gordon has served the interests of Zynga’s shareholders for nearly 12 years, while gaining deep operational knowledge of our company and helping develop our studio leadership teams.  Mr. Gordon has been a partner with Kleiner Perkins Caufield & Byers, a leading venture capital firm (KPCB), since June 2008, and serves as their Chief Product Officer and leader of the firm’s sFund, the investment initiative to fund and build applications and services that deliver on the promise of the social web.  Mr. Gordon brings a unique perspective of finance and operational experience from his roles at KPCB and executive leadership and creative experience as the co-founder and former Chief Creative Officer of Electronic Arts, Inc. (EA), in addition to advisory positions with Amazon.com, Inc. and other companies. At EA, Mr. Gordon helped create their studio organization, and contributed to the design and marketing of many EA franchises. Mr. Gordon’s contributions to the game industry have been recognized by the Academy of Interactive Arts & Sciences who awarded him with a Lifetime Achievement Award in 2011, and The University of Southern California’s School of Cinematic Arts where he received the game industry's first endowed chair in game design. Mr. Gordon is particularly skilled in combining insights from new technologies and consumer trends with his knowledge and experience of gaming and electronic entertainment.

    Throughout his tenure on our Board, Mr. Gordon has shared his product insights and knowledge, including as the former chairman of our Board’s Product Committee from June 2014 through December 2017.  In early 2018, our management team saw the opportunity to engage Mr. Gordon in an operational capacity by advising the leadership of our global studios on new game development and live operations.  Mr. Gibeau presented our board of directors with a proposal to engage Mr. Gordon on a consulting basis.  The proposal was reviewed by our Audit Committee and Compensation Committee, each comprised solely of independent members of our board of directors, with input from the Compensation Committee’s independent compensation consultant regarding the level and form of compensation proposed to be paid to Mr. Gordon.  Following discussions, the consulting agreement with Mr. Gordon was pre-approved by our Audit Committee pursuant to our Related Person Transaction Policy and approved our Compensation Committee. In accordance with the terms of his consulting agreement, Mr. Gordon reports to our CEO, Mr. Gibeau, and receives $500,000 per year (currently, 80% of the consideration is payable in shares of Zynga’s Class A common stock and 20% in cash).

    Mr. Gordon has carried out his consulting role at our domestic studios and accompanied our management team in traveling to several of our global studios, where he has partnered directly with our studio leadership and game design teams, and provided detailed suggestions for improving the design of games and features under development. Due primarily to his consulting agreement, Mr. Gordon continues his role as a non-independent member of our Board.  Our management and independent Audit and Compensation committee members continue to oversee Mr. Gordon’s consulting relationship and believe that this consulting arrangement remains in the best interests of Zynga and its stockholders.

    Zynga

    2020 Proxy Statement

    19

     


     

    Corporate Governance

    Code of Business Conduct and Ethics

    We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)), agents, and representatives, including directors and consultants. The full text of our Code of Business Conduct and Ethics is posted on the corporate governance section of our investor relations website at https://investor.zynga.com/corporate-governance. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions applicable to any individual subject to our Code of Business Conduct and Ethics on our investor relations website.

    Corporate Governance Guidelines

    We have documented our governance practices by adopting Corporate Governance Guidelines to assure that the Board and the Nominating and Corporate Governance Committee will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to board composition and selection, function of the lead independent director, board meetings and involvement of senior management, chief executive officer performance evaluation and succession planning, and board committees and compensation. The Corporate Governance Guidelines, as well as the charters for each standing committee of the Board, may be viewed on the corporate governance section of our investor relations website at https://investor.zynga.com/corporate-governance.

    Majority Voting in Director Elections

    For a summary of our majority voting policy in director elections, see the section of this proxy statement captioned “Proposal 1—Election of Directors—Majority Voting in Director Elections.”

    Stock Ownership Guidelines

    The Board has adopted stock ownership guidelines for the non-employee directors and executive officers to promote a long-term perspective in managing the enterprise and to help align the long-term interests of Zynga’s stockholders and its senior executives and non-employee directors.

    Role

    Required Stock Ownership(1)

    Non-Employee Directors

    Three times the annual Board cash and RSU retainer

    Chief Executive Officer

    Six times base salary

    Executive Officers (other than the Chief Executive Officer)

    Three times base salary

     

     

    (1)

    Calculated based on the average closing price of our Class A common stock for the prior year.

    Under our stock ownership guidelines, each non-employee director and each executive officer is required to comply with our stock ownership guidelines within the later of January 1, 2020 or five years from his or her promotion or hiring as an executive officer or election to the Board. Failure to meet or show sustained progress toward meeting the ownership requirements set forth in our stock ownership guidelines may result in a reduction in future long term incentive grants or the requirement to retain all stock obtained through the vesting or exercise of equity grants.

    Mr. Pincus, Mr. Gordon, Ms. Siminoff and Dr. Dugan were the only non-employee directors or executive officers required to comply with our stock ownership guidelines by January 1, 2020 based on the dates that each of them was elected to the Board. Each of Mr. Pincus, Mr. Gordon, Ms. Siminoff and Dr. Dugan are compliant with our stock ownership guidelines, and no other non-employee director or executive officer has failed to show sustained progress toward meeting the ownership requirements.

    A copy of our stock ownership guidelines is available on our investor relations website at https://investor.zynga.com/corporate-governance.

    Hedging, Short Sale, and Pledging Policies

    We have adopted an insider trading policy, which prohibits our employees and directors from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of our common stock. Our employees and directors are also restricted from engaging in short sales or any derivative financial transactions related to our common stock, including participating in exchange or ‘swap’ funds or engaging in other inherently speculative transactions with respect to our common stock.

    We also have adopted additional restrictions on pledging of our common stock. This pledging policy prohibits directors and officers from pledging our common stock as collateral for a loan or to purchase our common stock on margin.

    Zynga

    2020 Proxy Statement

    20

     


     

    Stockholder Communications with the Board or Committees

    We invite stockholders to contact the Board about corporate governance or matters related to the Board. The Nominating and Corporate Governance Committee has established a process to receive communications from stockholders. Stockholders and other interested parties may contact any member (or all members) of the Board, the independent directors as a group, any Board committee, or any chair of any such committee by mail. To communicate with the Board or any member, group, or committee thereof, correspondence should be addressed to the Board or such member, group, or committee thereof by name or title. All such correspondence should be sent in writing to the following address:

    Office of Corporate Secretary
    c/o Legal Department
    Zynga Inc.
    699 8th Street
    San Francisco, CA 94103

    Communications about corporate governance or matters related to the Board will be received and processed by the Office of the Corporate Secretary before being forwarded to the Board, a committee of the Board, or a director as designated in your message. Communications relating to other topics, including those that are primarily commercial in nature, will not be forwarded.

    All proposals of stockholders submitted pursuant to Rule 14a-8 of the Exchange Act that are intended to be presented by such stockholder at the 2021 annual meeting of stockholders and included in the Zynga’s proxy materials for the 2021 annual meeting must comply with the requirements of Rule 14a-8 under the Exchange Act and received by us no later than December 7, 2020.

    All proposals of stockholders submitted pursuant to our bylaws that are intended to be presented by such stockholder at the 2021 annual meeting of stockholders, including director nominations, must be in writing and received by us no earlier than the close of business on January 19, 2021 and no later than February 18, 2021 and otherwise comply with the requirements stated in our bylaws. Stockholders are advised to review our bylaws, which contain the requirements with respect to advance notice of stockholder proposals and director nominations.

    Zynga

    2020 Proxy Statement

    21

     


     

    Proposal 2 — Advisory Vote to Approve Compensation for Named Executive Officers

    THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF
    THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS

    The Board has adopted a policy providing for an annual “say-on-pay” advisory vote. In accordance with this policy and Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking the stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (who are named under the heading “Executive Compensation—Compensation Discussion and Analysis—Named Executive Officers”).

    This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. The compensation of our named executive officers subject to the vote is disclosed under the heading “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the related narrative disclosure contained in this proxy statement.

    We urge our stockholders to review information under the heading “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the related narrative disclosure contained in this proxy statement for more information. The Compensation Committee and the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis section of this proxy statement are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement has contributed to Zynga’s recent and long-term success.

    THE BOARD is asking the stockholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by casting an advisory vote “FOR” the following resolution:

    “RESOLVED, that the compensation paid to Zynga’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

    Because the vote is advisory, it is not binding on the Board or Zynga. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

    Executive Officers

    The following is a list of our executive officers and their respective ages, positions, and brief biographies as of the date of this proxy statement.

    Frank Gibeau

    Chief Executive Officer

     

     

    Age: 51

    Frank Gibeau has served as our Chief Executive Officer since March 2016. Mr. Gibeau’s biography is set forth on page 10 under the heading “Proposal 1—Election of Directors—Nominees.” Mr. Gibeau is our principal executive officer.

     

     

    James Gerard Griffin

    Chief Financial Officer

     

     

    Age: 52

    James Gerard Griffin has served as our Chief Financial Officer since September 2016. Mr. Griffin has over 25 years of finance experience and a deep business understanding of consumer facing media, entertainment and technology.

    Before joining Zynga, Mr. Griffin spent more than 10 years at Electronic Arts (EA). Most recently, from January 2013 to September 2016, he served as EA's Senior Vice President of Finance where he led EA's business finance teams. Before that, Mr. Griffin spent more than six years at EA’s international headquarters in Geneva, Switzerland as Vice President and Chief Financial Officer for EA's International and Global Publishing businesses. Prior to EA, Mr. Griffin held a number of senior finance and operational roles domestically and internationally at technology and media companies, including NBC Universal and Primedia, Inc., as well as in public accounting with KPMG.

    Mr. Griffin received his Bachelors of Commerce degree from University College Galway and a postgraduate diploma in Professional Accounting from University College Dublin. Additionally, he is a fellow of the Institute of Chartered Accountants of Ireland.

     

     

    Zynga

    2020 Proxy Statement

    22

     


     

    Matthew S. Bromberg

    Chief Operating Officer

     

     

    Age: 53

    Matthew S. Bromberg is currently our Chief Operating Officer. As COO, he is responsible for the company’s game teams worldwide. He also oversees technology, data science and analytics, and global operations. Mr. Bromberg joined the company in 2016 as part of a new management team focused on turning around the Company.

    Prior to joining Zynga, Mr. Bromberg was Senior Vice President of Strategy and Operations at Electronic Arts (NASDAQ:EA) where he held global operating responsibility for mobile gaming, leading teams on four continents with hit games across all major genres. He began his career at EA as General Manager of Bioware Austin, where he led the successful turnaround of Star Wars: The Old Republic. Later, Mr. Bromberg became Group General Manager for all Bioware studios worldwide, launching the 2014 Game of the Year, Dragon Age: Inquisition.

    Earlier in his career Mr. Bromberg pioneered the E-sports revolution as the president and CEO of Major League Gaming, leading a start-up team that built the largest consumer video game events in the North America; the largest web platform for competitive video gamers in the world; and live online broadcasts whose ratings exceeded those of major cable television. Prior to MLG, he held a number of senior-level roles at AOL, including General Manager of Consumer Products, Movies, and Gaming.

    Mr. Bromberg sits on the Board of Directors of Fitbit (NYSE:FIT) and is a member of its Compensation Committee.

    Mr. Bromberg holds a B.A. in English from Cornell University and a J.D. from Harvard Law School.

     

     

    Bernard Kim

    President of Publishing

     

     

    Age: 43

    Bernard Kim is Zynga’s President of Publishing. He is a mobile gaming and interactive entertainment veteran with more than 15 years of experience. As Zynga’s President of Publishing, Mr. Kim oversees how the company brings its games and services to players. He is responsible for Zynga’s global marketing, user acquisition, ad monetization, revenue, communications, consumer insights, product management, business development, and strategic partnerships. He manages teams in six countries and across four states in the U.S.

    Mr. Kim also manages Zynga’s efforts around mergers and acquisitions. He led Zynga’s groundbreaking acquisitions of Peak Games, Gram Games (makers of Merge Dragons), and Small Giant Games (makers of Empires & Puzzles). Mr. Kim serves as Zynga’s point person for the mobile and entertainment industries. In August of 2019, he accepted PocketGamer’s #1 Top Developer award on behalf of Zynga.

    Prior to joining Zynga, Mr. Kim spent nearly 10 years at Electronic Arts Inc., as the company’s Senior Vice President of Mobile Publishing. In that role, he oversaw EA’s mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers & acquisitions. During his tenure at EA, Mr. Kim also led EA’s games division in Asia and helped bring EA franchises including SimCity, Star Wars, The Sims, The Simpsons, Real Racing and EA SPORTS to billions of players.

    Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile.

    Mr. Kim holds Bachelor of Arts degrees in both Economics and Communications from Boston College.

     

     

    Phuong Y. Phillips

    Chief Legal Officer and Secretary

     

     

     

    Age: 43

    Phuong Y. Phillips has served as our Chief Legal Officer since September 2017. In overseeing Zynga’s legal affairs, Ms. Phillips brings over 15 years of legal experience in the technology and clean energy industries. Prior to joining Zynga, Ms. Phillips served as Associate General Counsel for Tesla, Inc., a designer and manufacturer of high-performance electric vehicles and related clean energy generation and storage products, from February 2017 through joining Zynga in September 2017. Before that, Ms. Phillips spent more than six years at SolarCity Corporation, a distributed solar energy company specializing in engineering, installation and financing of solar energy systems, and served as Vice President, Deputy General Counsel and Head of Corporate and Securities from March 2015 to March 2017, and as Associate General Counsel and Head of Corporate and Securities from May 2012 to March 2015. Prior to joining SolarCity in 2011, Ms. Phillips practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, P.C. in Palo Alto, California.

    Ms. Phillips received a B.A. in Communication Studies and J.D. from the University of California, Los Angeles.

     

     

    Zynga

    2020 Proxy Statement

    23

     


     

    Jeff Ryan

    Chief People Officer

     

     

    Age: 52

    Jeff Ryan is our Chief People Officer, responsible for global Human Resources, Recruiting, Workplace Services and Learning and Development for the company. Mr. Ryan brings to Zynga more than 20 years of global HR experience, 15 in the digital media and gaming industries.

    Prior to joining Zynga, Mr. Ryan served as Senior Vice President of People at GoPro, Inc., where he was responsible for global HR, facilities, and real estate at the action camera and content company. Before joining GoPro, Mr. Ryan spent three years at CBS Corporation, as Senior Vice President of HR for the company’s Digital Media Business. In that role, he oversaw HR and recruiting for CBS Interactive, one of the largest publishers of premium content on the internet.

    Mr. Ryan also spent nearly 7 years at Electronic Arts, where he served as Head of HR for EA Canada, Vice President of HR for EA Sports, and Vice President of HR for EA’s largest business unit, Publishing and Interactive. Earlier in his career Mr. Ryan held leadership positions at multinationals Shell Oil Products, an energy company, and Nestle, the world’s largest food and beverage company, and also spent 7 years living and working in Japan and Singapore.

    Additionally, Mr. Ryan serves on the Board of Directors for LakePharma, the leading biologics service provider specializing in antibody and protein engineering, cell line development, protein production, and analysis.

    Mr. Ryan received his bachelor’s degree in Sociology from University of California, Los Angeles and an M.B.A. from The Anderson School of Management at UCLA.

     

     

    Jeffrey Buckley

    Chief Accounting Officer

     

     

    Age: 36

    Jeffrey Buckley has served as our Chief Accounting Officer since May 2017, and has spent more than eight years at Zynga in various roles across our accounting and finance organization. Prior to his appointment as Chief Accounting Officer, Mr. Buckley served as Vice President, Finance & Corporate Controller, where he helped lead our accounting, tax, and treasury functions. Before that, from October 2014 to December 2015, Mr. Buckley served as International Controller, based out of our offices in the United Kingdom. In that role, he oversaw international accounting and led the financial integration of the NaturalMotion acquisition. Before serving as International Controller, Mr. Buckley worked primarily in the Company’s financial reporting group, assisting with IPO readiness, SOX implementation efforts, and the financial statement preparation process. Prior to joining Zynga in 2011, Mr. Buckley held positions in the external financial reporting group at Yahoo! from 2009 to 2011 and Ernst & Young from 2006 to 2009.

    Mr. Buckley received a B.S. in Business with an emphasis in Accounting from Santa Clara University and is a Certified Public Accountant in the state of California.

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    Executive Compensation

    This section sets forth information with regard to compensation for services rendered by our named executive officers in 2019. The compensation provided to our named executive officers for 2019 is set forth in detail in the Summary Compensation Table and other tables that follow this section, as well as the accompanying footnotes and narratives relating to those tables.

    Compensation Discussion and Analysis

    Our Compensation Discussion and Analysis describes the compensation paid to our named executive officers in 2019 and is organized into six sections:

    Executive Summary

    Company Background and Strategy.  Since its founding in 2007, Zynga’s mission has been to connect the world through games. To date, more than 1 billion people have played Zynga’s games, including FarmVille, Zynga Poker, Words With Friends, CSR Racing, Merge Dragons! and Empires & Puzzles. Zynga is a pioneer and innovator of social games and a leader in making “play” a core activity on mobile devices and social networking sites.

    We believe that our leadership position in social games is the result of our significant investment in our people, content, brand, technology, and infrastructure. Our proven and scalable live services capabilities are composed of best-in-class product management, data science, user acquisition, advertising and platforms relationships, which help differentiate Zynga in the industry. Mobile is the largest and fastest growing games platform and is constantly evolving with new devices, technologies and distribution that will expand the overall accessibility of games. As a leading mobile-first, free-to-play, live services company, we believe we are well positioned to capitalize on this opportunity through our highly diversified games portfolio and proven live services capabilities.

    Over the past few years, our strong performance highlights our ability to scale Zynga through our multi-year growth strategy of:

    Grow Live Services

    Create New Forever Franchises

    Invest in New Platforms, Markets & Technologies

    Targeted Acquisitions of Talented Teams and Franchises

    Drive strong, recurring growth from our live services through a steady cadence of innovative bold beats – new content and game play modes – that engage and attract current, lapsed and new audiences.

    Develop and launch new forever franchises that add to our live services portfolio. Maintain a rigorous approach to engineering hits, which includes careful testing in soft launch and relentless iteration with the goal of delivering long-term player engagement.

    Grow our international revenue and bookings while also innovating and experimenting with new game genres and platforms. While investments in these and other initiatives are still in early stages, we believe that they have the potential to increase our growth over the long-term.

    Acquire talented teams and franchises to further accelerate our growth. Our proven integration approach enables teams to maintain their unique development cultures while leveraging Zynga’s highly scalable studio operations and publishing platform to grow faster together.

    Leadership Team.  Zynga is led by an executive team with unique multi-platform gaming and entertainment expertise and extensive professional backgrounds. A brief summary of these individuals and their experience is provided below.  Our senior executive team also includes our Chief People Officer, Mr. Ryan. Mr. Ryan is not an NEO for 2019, and thus is not discussed in our Compensation Discussion and Analysis or covered in the executive compensation tables.

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    Executive Management Team

    CEO Frank Gibeau 25+ years of business and product leadership experience in mobile, PC, and console gaming CFO Ger Griffin 25+ years of finance and accounting experience in gaming, media and technology sectors COO Matt Bromberg 25+ years of business strategy and operations experience in games, digital media and online platforms President of Publishing Bernard Kim 15+ years of publishing and sales experience in mobile gaming and interactive entertainment CLO & Secretary Phuong Phillips 15+ years of legal experience in technology, auto and energy sectors CPO Jeff Ryan 15+ years of human resources experience in digital media and gaming sectors

    The executive management team was hired in 2016 and 2017 and has effectively refined and executed on our business strategy. Under Mr. Gibeau’s leadership, the team successfully sharpened Zynga’s operating model, operationalized an innovative ‘bold beat’ strategy across our live services, developed an exciting new game pipeline, and invested in new markets and platforms to introduce Zynga titles. In addition, the team has effectively expanded the talent base across Zynga’s world-class studios. Over the past few years, the work this team has completed has meaningfully improved Zynga’s financial performance and increased stockholder value. The Compensation Committee and Board believe the management team has been an important reason for Zynga’s execution to date and believes it is in the best interests of stockholders to retain and motivate the team.

    Performance. In 2019, Zynga completed another outstanding year as it delivered the highest annual revenue and bookings in Zynga history. Live services were the primary driver of our results and are the foundation of our multi-year growth strategy. By consistently delivering innovative bold beats, we generated strong, recurring growth from our portfolio, led by our forever franchises - CSR Racing, Empires & Puzzles, Merge Dragons!, Words With Friends and Zynga Poker. Layering on top of our live services foundation, we launched two new games – Game of Thrones Slots Casino and Merge Magic! – that are off to great starts and will be meaningful contributors over the coming years.

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    Financial Performance in 2019 *

    Growth & Expansion in 2019

    Record annual revenue and bookings performances in Zynga history.

    Revenue of $1.32 billion, up 46% year-over-year, and bookings of $1.56 billion, up 61% year-over-year.

    Online game - or user pay - revenue of $1.05 billion, up 56% year-over-year

    Record advertising year with advertising revenue of $274 million, up 17% year-over-year.

    International revenue grew 58% year-over-year, and now represents 37% of total revenue.

    Delivered net income of $42 million, up 171% year-over-year.

    Generated operating cash flow of $263 million, up 56% year-over-year and our strongest performance since 2011.

    Launched two new titles – Game of ThronesTM Slots Casino and Merge Magic!.

    Acquired Small Giant Games – adding Empires & Puzzles as a new forever (long-lived) franchise to our live services portfolio.

    Self-published Empires & Puzzles in Asia, which is yielding early positive results.

    Launched Tiny Royale on Snapchat’s Snap Games platform, and continued to experiment with new platforms and game modes.

    Completed the sale-leaseback of our San Francisco headquarters building, generating net proceeds of approximately $580 million after taxes and fees.

    Issued $690 million of convertible notes, providing net cash proceeds of approximately $600 million.

    Finished the year with cash and investments of $1.54 billion.

     

    Our operating fundamentals are in place and we expect to build upon this momentum as we continue growing our business in 2020.

    2016 to 2019 Company Performance Charts *

     

     

    Amounts reported as 2016 Revenue and 2016 Mobile Revenue have not been retrospectively adjusted to reflect the adoption of ASC Topic 606.

     

     

    2016 Cash Flow (Used In) Operating Activities has been retrospectively adjusted to reflect the adoption of ASU 201618, “Statement of Cash Flows (Topic 230): Restricted Cash”.

    * Non-GAAP Financial Measures and Other Information

    To supplement our Consolidated Financial Statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, including bookings and mobile bookings. For more information about how we define and calculate these non-GAAP financial measures and a discussion about their use and limitations please see pages 29 - 30 our Annual Report on Form 10-K for the year ended December 31, 2019 in the section titled “Non-GAAP Financial Measures”. Management uses non-GAAP financial measures internally in analyzing our financial results to assess operational performance and liquidity. Our non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

    The presentation of our non-GAAP financial measures in this proxy statement is not intended to be considered in isolation or as a substitute for, or superior to, our GAAP financial statements. We believe that both management and investors benefit from referring to our non-GAAP financial measures in assessing our performance and when planning, forecasting and analyzing future periods. We believe our non-GAAP financial measures are useful to investors because they allow for greater transparency with respect to key financial measures we use in making operating decisions and because our investors and analysts use them to help assess the health of our business.

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    We have provided reconciliations of our non-GAAP financial measures used in this proxy statement to the most directly comparable GAAP financial measures in the following tables. Because of the limitations of our non-GAAP financial measures discussed in our Annual Report, you should consider the non-GAAP financial measures presented in this proxy statement with our GAAP financial statements.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Reconciliation of Revenue to Bookings

     

    Reconciliation of Revenue to Bookings: Mobile

     

     

    Twelve Months Ended

     

     

     

    Twelve Months Ended

    (in thousands, unaudited)

     

    12/31/2019

     

    12/31/2016

     

    (in thousands, unaudited)

     

    12/31/2019

     

    12/31/2016

    Revenue

     

    $

    1,321,659

     

    $

    741,420

     

    Mobile Revenue

     

    $

    1,247,734

     

    $

    574,371

    Change in deferred revenue

     

     

    242,402

     

     

    13,113

     

    Change in deferred revenue

     

     

    245,650

     

     

    30,404

    Bookings

     

    $

    1,564,061

     

    $

    754,533

     

    Mobile Bookings

     

    $

    1,493,384

     

    $

    604,775

     

     

     

     

     

     

     

    Reconciliation of GAAP Operating Expense to Non-GAAP Operating Expense

     

     

    Twelve Months Ended

    (in thousands, unaudited)

     

    12/31/2019

     

    12/31/2016

    GAAP operating expense

     

    $

    1,069,770

     

    $

    617,123

    Restructuring expense, net

     

     

    --

     

     

    (1,938)

    Amortization of intangible assets from acquisition

     

     

    (291)

     

     

    (4,257)

    Acquisition-related transaction expenses

     

     

    (7,588)

     

     

    (274)

    Contingent consideration fair value adjustment

     

     

    (201,564)

     

     

    9,025

    Gain on legal settlements and related legal expense

     

     

    10,664

     

     

    --

    Impairment of intangible assets

     

     

    --

     

     

    (20,677)

    Stock-based compensation expense

     

     

    (80,011)

     

     

    (103,741)

    Non-GAAP operating expense

     

    $

    790,980

     

    $

    495,261

     

    Stock Performance Graph

    The above graph compares the cumulative total stockholder return for our Class A common stock, the Standard and Poor’s MidCap 400 Index and the NASDAQ Composite Index. The measurement points in the graph are January 4, 2016 (the first trading day in 2016), the first trading day of each quarter during the years presented, and December 31, 2019. The graph assumes that $100 was invested on January 4, 2016 in our Class A common stock, the S&P MidCap 400 Index, and the NASDAQ Composite Index. As we have not paid any dividends, our cumulative total stockholder return calculation is based solely upon stock price appreciation and not upon reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

    Compensation Program.  Our executive compensation program is designed to align the interests of our executive officers with our shareholders and to support our business and financial strategy.  We provide market competitive compensation to enable Zynga to attract, motivate, and retain highly talented individuals, with deep industry and functional experience. Our pay-for-performance philosophy links compensation with achievement of performance goals and long-term stockholder value. Our goal is for our compensation decisions to focus and reward our executives for increasing stockholder value through their management of our business consistent with short- and long-term operational and strategic goals.

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    As Zynga has grown and our performance has improved, we have faced increased competition for highly-qualified executives, which is further intensified by the unique characteristics of the gaming industry. Each year our Compensation Committee conducts a compensation review to help us understand and adapt to a competitive landscape for executive talent, to provide appropriate incentives designed to motivate and retain our management team, and to link our compensation with Company performance.  For 2019, we continued to provide the majority of our CEO’s and other executives’ compensation in the form of equity, with balanced use of stock options and time-based restricted stock units (“RSUs”).  We use equity awards to support long-term retention and to instill an ownership-mentality across the team.  This approach was consistent with our revised compensation program first adopted in 2018, which received strong support from stockholders in our 2019 “Say-on-Pay” vote.

    Beginning in mid-2019, our Compensation Committee undertook a further in-depth review of our executive compensation program to focus even more on appropriately aligning compensation with performance, motivating further growth in value for our stockholders, and supporting our retention goals. The Board and the Compensation Committee believe that Zynga’s executive team has demonstrated impressive strength and skill in executing the Company’s turnaround and strong foundation for growth.

    The Board and the Committee further believe that it is in the best interests of Zynga’s stockholders to retain and motivate the executive team to sustain the Company’s momentum and achieve the next stage of Zynga’s growth.  The Compensation Committee set out to develop a robust performance-based plan with these goals in mind. This review of the executive compensation program spanned many months, involving the full Board, with input from the Compensation Committee’s independent consultant and advice from outside legal counsel.

    As a result of this review, our Compensation Committee and Board approved a new compensation program for 2020 that includes substantial performance-based components. 1 The 2020 program continues our annual equity grant program, at a smaller scale than previous years, and adds longer-term equity awards intended to continue to incentivize the team to create shareholder value, to further motivate performance and to support long-term retention. Both annual and long-term equity awards include new performance-vesting restricted stock units (“PSUs”).  The annual grant PSUs are earned based on 2020 operating cash flow. The long-term grant PSUs, which make up the majority of the long-term awards, are earned based on Zynga’s total shareholder return (“TSR”) relative to TSR of companies in the S&P MidCap 400 Index (the “Index”) over multi-year periods.  Our CEO and other NEOs who participated in the long-term awards were provided smaller 2020 annual equity grants than in 2019, and we currently expect this reduction in annual grant sizes to continue for the next few years.  Our Chief Legal Officer and Chief People Officer did not participate in the long-term awards, but were provided PSUs as part of their 2020 annual equity grants and otherwise received Annual Awards at their full target amounts for 2020.

    The key features of the 2020 equity grant program are summarized in the following table and described in more detail under “2020 Performance-Based Equity Program”:

     

    Component

    Award Terms

    Purpose

    Annual Award

    Stock Options

    25% of annual award grant value 2

    4-year vesting schedule

    Link compensation to stockholder value

    Motivate and reward share price appreciation

     

    PSUs

    25% of annual award grant value 2

    Earned based on 2020 operating cash flow performance

    4-year vesting schedule

    Link compensation to stockholder value

    Encourage achievement of key annual financial objectives that link to long-term growth

    Complimentary to metrics in the annual cash bonus plan

     

    RSUs

    50% of annual award grant value 2

    4-year vesting schedule

    Link compensation to stockholder value

    Support retention and balance against excessive risk-taking

    Long-Term Award

    PSUs

    55% of long-term award grant value 2

    Earned based on Zynga’s relative TSR vs. Index

    5-year vesting schedule

    Align pay with Zynga’s relative over-/under-performance compared to market and long-term growth strategy

    Support long-term retention with longer vesting schedule

    Link compensation to stockholder value

     

    RSUs

    45% of long-term award grant value 2

    5-year vesting schedule

    Support long-term retention with longer vesting schedule (5-year vest for RSUs begins only when the executive’s new-hire award is fully vested)

    Link compensation to stockholder value

     

     

    1 

    Throughout this proxy statement, our use of the term “performance” with respect to the 2020 performance-based equity program in referring to both company specific performance conditions (e.g., operating cash flow), as well as Zynga’s total shareholder return relative to a market index – which is considered a “market condition” in accordance with generally accepted accounting principles.

    2 

    Percentage is an approximation based on the Compensation Committee’s target grant date value for each award, which target grant date values differ slightly from the accounting values shown in the Summary Compensation Table.  For RSUs and annual PSUs, the number of stock units subject to each award was determined by dividing the Compensation Committee’s target grant date value by the 30-day average closing price as of the grant date.  For long-term PSUs, the number of target stock units was calculated by dividing the Compensation Committee’s target date grant value by the grant date fair value of the award using a Monte Carlo valuation model.  For stock options, the number of options was calculated by dividing the Compensation Committee’s target date grant value by the grant date fair value of the award using the Black-Scholes valuation model.

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    Named Executive Officers

    Our named executive officers for 2019 include our principal executive officer, our principal financial officer and the next three most highly compensated executive officers, who collectively are:

     

    Frank Gibeau, Chief Executive Officer (CEO)

     

    James Gerard Griffin, Chief Financial Officer (CFO)

     

    Matthew S. Bromberg, Chief Operating Officer (COO)

     

    Bernard Kim, President of Publishing

     

    Phuong Y. Phillips, Chief Legal Officer and Secretary (CLO)

    Biographies for our named executive officers are set forth under the heading “Executive Officers.

    Executive Compensation Philosophy, Objectives, and Design

    We believe that the most effective executive compensation program is one that is designed to: (i) reward the achievement of specific long-term and strategic goals, (ii) provide recognition for achievement of near-term objectives, and (iii) promote the closer alignment of executive officers’ interests with those of our stockholders. The Compensation Committee, after considering input from its independent advisor FW Cook, the Chief Executive Officer, and the Chief People Officer, has established a compensation program for executive officers designed to attract, motivate, reward, and retain individuals with exceptional skills necessary for us to achieve our annual objectives and longer-term goals, as well as recognize the role each executive officer plays in our success.

    Zynga’s executive compensation program is heavily weighted towards equity, through the use of stock options, Restricted Stock Units (RSUs) and, beginning with 2020, Performance Stock Units (PSUs) that require both the achievement of pre-established performance goals and continued service in order to vest. We believe that the use of long-term equity compensation aligns the interests of executive officers with the long-term interests of our stockholders and focuses our executive officers on our strategic and financial goals. We also utilize short-term cash incentive bonuses to motivate execution of near-term objectives. We have a pay-for-performance compensation philosophy, and each individual executive’s compensation is adjusted based on achievement of business objectives. We expect our executives to aggressively pursue our business objectives while also maintaining policies and practices designed to discourage excessive risk-taking behavior that may negatively impact stockholders.

    The Company competes for its executive and senior talent within the high growth gaming, entertainment, and technology sectors globally. The market is particularly competitive for executives with specific game industry expertise in San Francisco, Silicon Valley and throughout the world. We review our executive compensation philosophy, objectives, and design at least annually, and intend to continue to adjust our approach as necessary and appropriate to assist in achieving our near-term and longer-term business objectives.

    Below is a summary of key compensation governance practices.

    What We Do

     

    What We Don’t Do

    Provide a compensation mix heavily weighted towards equity to align our executives with stockholder interests

    ×

    No pension plans or executive-only benefit/retirement plans

    Maintain mandatory stock ownership guidelines for executive officers

    ×

    No hedging of our securities (including pledging our stock and engaging in derivative securities)

    Hold annual advisory votes on executive compensation

    ×

    No excise tax gross-ups upon a change in control

    Regularly review our executive compensation and peer group data

     

    ×

    No guaranteed base salary increases

    Maintain a compensation recovery (clawback) policy in the event of a financial restatement

    ×

    No incentivizing excessive risk-taking at the expense of stockholders

    Use an independent compensation consultant

     

     

    Maintain “double-trigger” change in control severance plans for executive officers, other than the CEO

     

     

    Review the individual performance of each member of the Executive Management Team

     

     

     

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    Compensation Setting Process

    Role of Compensation Committee. The Compensation Committee has primary responsibility for reviewing and approving the compensation that may become payable to our named executive officers, and provides direction to and works closely with our executive officers to enable management to implement the Compensation Committee’s decisions and align those decisions with the overall strategy. As part of risk management, the Compensation Committee evaluates Zynga’s compensation programs to strike the appropriate balance of risk and reward without encouraging excessive or inappropriate risks that would have an adverse impact on stockholders. During its discussions, the Compensation Committee included our Chief Executive Officer and Chief People Officer in meetings, and also regularly met in executive session without the Chief Executive Officer or other management present to prevent compromising its independence. The full Board reviews the performance of our CEO, and based on the recommendations of the Compensation Committee, approves the compensation for the CEO.

    In determining the compensation of our named executive officers, the Compensation Committee considers various factors, including:

     

    Zynga’s performance and individual performance;

     

    Zynga’s board-approved operating plan, and the degree of difficulty in achieving the plan targets;

     

    Market data on compensation at peer companies, comparable companies and other companies we compete with for qualified talent;

     

    An individual’s current and future responsibilities, and that person’s potential impact on Zynga’s culture and performance;

     

    Our ability to continue to motivate and retain each executive officer;

     

    The dynamic nature of our industry and pace of change at Zynga;

     

    Negotiations with executive officers, particularly with respect to initial compensation packages;

     

    Recommendations of our Chief Executive Officer and Chief People Officer, except with respect to their own compensation;

     

    The executive officer’s existing equity awards and stock holdings; and

     

    Compensation levels of Zynga executives with similar responsibilities.

     

    During its deliberations in 2019, the Compensation Committee (and the Board, in the case of the CEO), considered that the current executive team has a proven track record of success at Zynga and has the unique capabilities within the highly-competitive mobile gaming industry to continue to execute on Zynga’s improved company performance and growth strategy, attract and retain talented employees crucial for our success, bring new games to market, identify and execute on high-quality acquisitions, and create long-term shareholder value.

    The Compensation Committee and Board believe that our team is capable of optimizing for Zynga’s long term and sustainable success.

    Role of Compensation Consultants. The Compensation Committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities. FW Cook, a well-known and respected compensation consulting firm that provides executive compensation advisory services to compensation committees and senior management, continued to serve as the Compensation Committee’s independent compensation consultant in 2019. FW Cook reviewed Compensation Committee materials, attended Compensation Committee meetings, reviewed Zynga’s peer group and competitive positioning of individual executives versus market, assisted the Compensation Committee as compensation issues arose, and provided recommendations on certain specific aspects of our compensation programs. The Compensation Committee assessed the independence of FW Cook pursuant to, and based on the factors set forth in, the SEC’s and Nasdaq’s rules and determined that no conflicts of interests existed. FW Cook is engaged by the Compensation Committee and does not provide other services for Zynga and will not do so without the consent of the Compensation Committee. In addition to its independent compensation consultant, the Compensation Committee will from time-to-time seek the advice of counsel and other advisers.

    Role of Management. In making decisions about our executive compensation program, the Compensation Committee seeks the input of our Chief Executive Officer and Chief People Officer regarding the salaries, target bonuses and the equity to be granted to our other executive officers. The Chief Executive Officer provides periodic reviews of the performance of each of our executive officers (other than himself) to assist the Compensation Committee in its determination of compensation for such executives. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package and the approval of the compensation for our Chief Executive Officer always is made without him present and by the full Board.

    Stockholder “Say-on-Pay” Vote. At the 2019 Annual Meeting of Stockholders, stockholders representing over 85% of the votes cast voted in favor of the advisory vote on executive compensation. Based on this result and our ongoing review of our compensation policies and decisions, we believe that our existing compensation program effectively aligns the interests of our named executive officers with our long-term goals; the Compensation Committee did not make any material changes to our 2019 executive compensation program as a result of the 2019 vote. However, as discussed in the section titled “2020 Performance-Based Equity Program”, the Compensation Committee and Board approved a change in our program for 2020 to include new performance-based equity awards and long-term equity awards.  This decision considered, among other factors, the general published views on executive compensation from our large stockholders. The Compensation Committee will continue to consider the outcome of our “say-on-pay” votes and our stockholders’ views when making future compensation decisions for our named executive officers. We will hold say-on-pay votes annually, as approved by our stockholders in a non-binding advisory vote at the 2017 Annual Meeting of Stockholders. Accordingly, our next say-on-pay vote will be held at the 2020 Annual Meeting of Stockholders.

    Use of Market Compensation Data; Creation of Peer Group. To assess the competitiveness of our executive compensation program, the Compensation Committee considers the compensation practices of a peer group of technology companies of reasonably similar size to us on the basis of revenue, market cap, industry, and geography. The Compensation Committee periodically reviews and approves changes to the peer group, based on the recommendation of its independent compensation consultant. Zynga ranked above the median of the peer group by revenue and above the median of the peer group market cap as of the end of 2019.

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    As part of our Compensation Committee’s periodic review of our compensation peer group, in December 2018, our Compensation Committee, with assistance from FW Cook, approved an updated 2019 compensation peer group focusing on other similarly sized consumer-facing tech businesses in the San Francisco Bay Area:

     

    2019 Compensation Peer Group

    Box, Inc.

    GrubHub Inc.

    Shutterfly, Inc.

    Twilio Inc.

    Fitbit, Inc.

    LogMeIn, Inc.

    Shutterstock, Inc.

    Yelp Inc.

    Glu Mobile Inc.

    Match Group, Inc.

    Take-Two Interactive Software, Inc.

    Zendesk, Inc.

    Groupon, Inc.

    Roku, Inc.

    TiVo Corporation

    Zillow Group, Inc.

    The following companies were removed from our peer group: GoPro, Inc. (due to low market cap), Pandora Media, Inc. (acquired) and Splunk Inc. (high market cap).

    We use our compensation peer group to assess the competitiveness of our executive compensation program and monitor evolving trends and practices in executive compensation programs. The Compensation Committee and FW Cook also reviewed Zynga’s overall compensation strategy compared to peers and within the increasingly competitive geography and industries within which we operate. A key finding of this review was that the majority of our peer group companies provide equity awards on an annual basis.

    The table below shows how Zynga compares to the peer group used in 2019:

     

     

    Revenue — Latest Disclosed Four Quarters as of 12/31/2019(1)

     

     

    Market Capitalization

    as of 12/31/2019(1)

     

    75th Percentile

     

    $

    2,100

     

     

    $

    12.230

     

    Median

     

    $

    1,197

     

     

    $

    3,338

     

    25th Percentile

     

    $

    711

     

     

    $

    1,571

     

    Zynga

     

    $

    1,322

     

     

    $

    5,789

     

     

    (1)Expressed in millions.

    Executive Compensation Program Components

    Our executive officer compensation packages for 2019 included three principal components (collectively referred to as “total direct compensation”):

    2019 Compensation Component

    Purpose

    1.Base Salary

    Compensate for job responsibilities, experience and performance.

    2.Performance-Based Annual Cash Bonuses

    Motivate our executive officers to achieve our short-term business and strategic goals.

    3.Equity Awards (RSUs and stock options)

    Create alignment with stockholders and promote retention.

    The Compensation Committee uses its judgment to establish for each executive officer a mix of current, short-term, and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve our compensation philosophy described above, however, the Compensation Committee weights equity compensation as the primary component of an executive’s total direct compensation.

    2019 Named Executive Officer Pay Mix Charts

     

     

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    Base Salary. We provide base salary as a fixed source of compensation for our executive officers, allowing them a degree of certainty with respect to their annual compensation. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain highly qualified executive talent. Base salaries for our named executive officers were established in their hiring offer letter, and have been subject to annual review of responsibilities and performance by the Compensation Committee (taking into consideration, among other factors, the recommendations of our Chief Executive Officer and Chief People Officer, except with respect to their own compensation).

    The base salaries for 2019 for our named executive officers are set forth below:

    Name

     

    Base Salary

     

    Frank Gibeau

     

    $

    1,000,000

     

    James Gerard Griffin

     

    $

    500,000

     

    Matthew S. Bromberg

     

    $

    500,000

     

    Bernard Kim

     

    $

    500,000

     

    Phuong Y. Phillips

     

    $

    430,000

     

    Our Compensation Committee determined not to make any adjustment for 2019 or 2020 to the base salaries paid to Mr. Gibeau, Mr. Griffin, Mr. Bromberg, and Mr. Kim. The base pay of these executive officers has not been increased in their time at Zynga and remains the same as their new hire offer. This decision was made based on our philosophy of delivering the majority of overall compensation opportunity through long-term equity compensation, and after reviewing the individual’s current compensation, market data on comparative positions and our performance, The Compensation Committee increased Ms. Phillips’ annual base salary from $400,000 to $430,000 after evaluating her performance, the competitiveness of her overall compensation arrangement relative to our compensation peer group, and the general recommendations of FW Cook.

    Performance-Based Annual Cash Bonuses. We provide performance-based annual cash bonuses to motivate our executive officers to achieve our business and strategic goals. Our named executive officers have a target bonus, which is set at a percentage of base salary and is reviewed and approved annually by our Compensation Committee. The Compensation Committee (and the Board, for the CEO) determines the final amount of the bonus based on Zynga’s performance and its assessment of the named executive officer’s overall performance, and the Compensation Committee (and Board) retain discretion to adjust bonus amounts notwithstanding performance, including reducing or eliminating bonus awards.

    Target Bonus Opportunity. The bonus targets and actual bonus payments for 2019 for our named executive are set forth below.

    Name

     

    Target (%)(1)

     

     

    Target ($)