P02950 Glu Mobile Inc. Combo 2018 V1
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[GLU LOGO] Glu Mobile Inc. Combined Proxy Statement & Annual Report for the 2018 Annual Meeting of Stockholders April 26, 2018 Dear Stockholders, The completion of 2017 signaled a year of profound change at Glu. Change in our processes, change in our structure, change in our financial performance and most importantly, change in our company culture. Our mission at Glu is to create top grossing games that feature compelling experiences and grow revenues and profit year over year. These changes, especially our new cultural foundation, will be instrumental in helping us achieve that. For the past 12 months, we have been highly focused on executing the three pillars of our growth strategy: emphasizing internally-generated creative IP, instilling disciplined game prototyping and launch decision-making, and striving for operating excellence and financial discipline. This focus allowed us to achieve profitability in the 4th quarter of 2017 on an Adjusted EBITDA basis, excluding non-cash royalty impairments, well ahead of schedule. In addition, we increased year over year bookings in each quarter of 2017, with annual bookings growing by approximately 50% compared to 2016. In late 2016 we set, and are still following, a 3-pronged strategy focused on hiring proven creative leaders, who will lead the creation of growth games in highly creative environments. To that end, we have been recruiting proven creative leadership who know how to foster a culture that inspires innovative, successful titles, and to arm them with world-class infrastructure, tools, funding and support to create polished products with outstanding market potential. We now have 5 strong, proven Creative Leaders presiding over 5 internal studios, working on a combination of live and new games and apps. Our key Evergreen games – games that are slightly declining, flat or growing quarter over quarter – have contributed significantly to Glu’s recent success. We have learned much in the art and science of live operations, and this has really helped deliver significant positive variance to plan. We have been able to increase the lifetime value (LTV) of many of our key Evergreen titles, like Kim Kardashian: Hollywood, which has experienced recent bookings growth despite heading into its fourth year. We also are actively managing and operating our 3 Growth games. These are games that are growing year over year and include Tap Sports Baseball, Covet Fashion and Design Home. All together, we anticipate that our live Evergreen and Growth games will account for a substantial majority of our bookings in 2018. Furthermore, we anticipate that we would be profitable on an Adjusted EBITDA basis in 2018 without launching any new games, which is a significant operational improvement from previous years. On the game development side, we have revamped our approach and implemented more rigorous and less costly prototyping and greenlighting processes built around smaller, more cost efficient and nimble creative teams. This now has us expecting to launch at least two new games this year on top of our profitable live game portfolio, as well as be in a position to launch at least two new games in 2019. MLB Tap Sports Baseball ’18, grouped in the Growth category, launched at the very end of Q1-2018 and we expect this title to build on the success we have seen over the past 4 years. This year’s version includes deeper social features as well as being the team’s 2nd year working with the more robust elder game economy that has meaningfully improved the title’s monetization. As for new game launches, WWE: Universe is now in beta testing and we anticipate global launch to occur in the summer. The game leverages the deep meta and social functionality from the TSB engine. Unlike baseball, however, it’s important to note that the WWE franchise isn’t seasonal and primarily limited to the U.S.; it has both year-round and global appeal. We also just began beta testing Titan World, an original IP, real-time player versus player game with a CCG metagame. Players collect and upgrade units, abilities and bases with the goal of reaching the top of the Titan league. This game is being developed by the recently acquired Dairy Free studio team. If beta goes well, our timeline currently calls for a late summer 2018 launch. Additionally, DASH Town is planned to launch worldwide in late 2018. This is another original IP game based on the Dash franchise and brings together the best of the DASH franchise gameplay, but with a much more accessible core loop. Finally, our pipeline calls for the potential launch of a Social Casino game, which in addition to being a popular format, would have the added potential value to Glu of enabling us to harvest select legacy celebrity licenses we retain. As for 2019, we recently announced that our creative leader, Mike Olsen, and his talented team are working with Disney to develop an exciting new game that is in the early stages of development. The new game will include characters and stories across Disney and Pixar franchises, and will combine these iconic brands with Glu’s creative approach to game development. Design Home continues to be our largest Growth title. We believe that our mid-year decision to double down on our user acquisition investment positions us to generate growth for Design Home in 2018 and beyond. We are planning key updates for the title such as language localization, creating an augmented reality mode, and delivering deeper meta game play and a richer social experience. We also recently introduced a 6th daily event, which has helped drive strong daily revenues since its introduction. As we move down our new strategic path, we are instilling a creative-led approach throughout the company. We have realigned our studio footprint, consolidated teams in fewer locations, including a state-of-the-art mega-studio in San Francisco that we believe is optimal for the creation of innovative designs and high quality games. We believe that our approach is drawing broad interest from the development community and we will continue seeking to attract the industry’s finest talent, letting them do what they do best while we leverage our world-class infrastructure that enables us to quickly and efficiently launch select titles. Ultimately, we intend for Glu to be a place where top gaming talent has the freedom to create new concepts as quickly and easily as an independent studio would, but without the risk of going at it alone. We believe we are making great strides in pivoting Glu Mobile into a company positioned to generate new hits while better managing its catalog for enhanced performance. The combination of stronger revenue performance from our catalog, Evergreen and Growth games as well as our disciplined approach and focus on generating future hits creates the opportunity to build significant value over the long term for all of our stakeholders. We believe the future looks very bright for Glu and we thank you for your continued support. Sincerely yours, Nick Earl President and Chief Executive Officer These proxy materials contain forward-looking statements, including those statements in this Letter to Stockholders, that are not historical or are described on the page facing the inside back cover of these proxy materials. Forward- looking statements are subject to material risks and uncertainties that could cause actual results to differ materially. Investors should consider important risk factors, which include those listed on the page facing the inside back cover of these proxy materials and those detailed under the caption “Risk Factors” beginning on page 17 of our 2017 Annual Report on Form 10-K included with these proxy materials and the risk factors described in our other SEC filings. GLU MOBILE INC. 875 Howard Street, Suite 100 San Francisco, California 94103 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Glu Mobile Inc., a Delaware corporation (“Glu,” “we,” “our” and similar terms), will be held on Thursday, June 7, 2018, at 10:00 a.m. Pacific Time, at 875 Howard Street, Suite 100, San Francisco, California (the “Annual Meeting”). At the Annual Meeting, our stockholders will be asked to consider and vote upon: 1. The election of three Class II directors to Glu’s Board of Directors (the “Board”), each to serve until Glu’s annual meeting of stockholders to be held in 2021 and until his or her successor is elected and qualified, or until his or her death, resignation or removal. 2. Approval of the amendment and restatement of our 2007 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 10,000,000 shares and make certain other changes as described in more detail in the proxy statement. 3. An advisory vote to approve the compensation paid to Glu’s named executive officers. 4. The ratification of the appointment of PricewaterhouseCoopers LLP as Glu’s independent registered public accounting firm for the year ending December 31, 2018. 5. The transaction of such other business as may properly come before the Annual Meeting or before any adjournment(s) or postponement(s) thereof. Proposals 1 through 4 are more fully described in the attached proxy statement. We have not received notice of other matters that may be properly brought before the Annual Meeting. Only stockholders who owned our common stock at the close of business on April 11, 2018 may vote at the Annual Meeting, or at any adjournment or postponement of the meeting. This year, we are again using the Internet as our primary means of furnishing proxy materials to stockholders.