UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of report (Date of earliest event reported): January 12, 2017

 

 

  TUCOWS INC. 

(Exact Name of Registrant Specified in Charter)

 



		
			
			
 

			
     Pennsylvania     

			
(State or Other

			
Jurisdiction of

			
Incorporation)
			
			
			
 

			
        0-28284        

			
(Commission File

			
Number)
			
			
			
 

			
       23-2707366     

			
     (IRS Employer

			
   Identification No.)
			
		



 



		
			 
			 
		
		
			
			
96 Mowat Avenue, Toronto, Ontario, Canada
			
			 
			 
			
			
M6K 3M1
			
		
		
			(Address of Principal Executive Offices)
			 
			 
			(Zip Code)
		



 

Registrant’s telephone number, including area code: (416) 535-0123

 

 

                                Not Applicable               

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

□     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

□     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12

 

□     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

□     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 


 


 

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

 

On January 12, 2017, the Board of Directors (the “Board”) of Tucows Inc. (the “Company”) increased the size of the Board to seven members and, upon the recommendation of the Corporate Governance, Nominating and Compensation Committee of the Board, appointed Brad Burnham to the Board as a director, with a term expiring at the Company’s 2017 Annual Meeting of Shareholders. There were no arrangements or understandings between Mr. Burnham and any other persons pursuant to which Mr. Burnham was selected as a director of the Company. The Board has determined that Mr. Burnham is an independent director in accordance with the NASDAQ listing standards. 

 

Mr. Burnham will be compensated pursuant to the Company’s independent director compensation plan including, without limitation, an initial grant of options to purchase 4,375 shares of the Company’s common stock at an exercise price per share that is equal to the closing price per share of the Company’s common share as reported on the NASDAQ Capital Market on the date of the grant. 

 

A press release, dated January 12, 2017, announcing Mr. Burnham’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.



(d)     Exhibits.

 



		
			Exhibit Number  
			 
		
		
			 
			 
			Exhibit
		
		
			 
			
			
99.1
			
			
			
Press Release of Tucows Inc., dated January 12, 2017.
			
		



 


 


 


 

SIGNATURES

 

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

 

 



		
			 
			
			
TUCOWS INC.

			
 

			
 

			
 

			
By: /s/ Michael Cooperman

			
      Michael Cooperman 

			
      Chief Financial Officer
			
		
		
			 
			 
		



 

 

Dated: January 13, 2017

 


 

 


 


 

EXHIBIT INDEX

 

 



		
			Exhibit Number
			Exhibit
		
		
			 
			 
			 
		
		
			 
			
			
99.1
			
			
			
Press Release of Tucows Inc., dated January 12, 2017.