Edgar Filing: Synacor, Inc.

DEFA14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

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¨		Preliminary Proxy Statement

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

¨		Definitive Proxy Statement

x		Definitive Additional Materials

¨		Soliciting Material Pursuant to § 240.14a-12

SYNACOR, INC.

(Name of Registrant as Specified in its Charter)

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

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SYNC

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SYNACOR

THE TRUSTED TECH, SERVICES AND REVENUE PARTNER

SYNACOR

THE TRUSTED TECH, SERVICES AND REVENUE PARTNER

NEW LEADERSHIP EXECUTING THE RIGHT STRATEGY TO CREATE

SUSTAINABLE STOCKHOLDER VALUE

APRIL 16 2015

NEW LEADERSHIP EXECUTING THE RIGHT STRATEGY TO CREATE

SUSTAINABLE STOCKHOLDER VALUE

APRIL 16 2015

SYNC

SYNC

SAFE HARBOR AND IMPORTANT ADDITIONAL INFORMATION

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Important Additional Information

Synacor, Inc. (the "Company") has provided to its stockholders a definitive proxy statement, filed with the Securities and Exchange Commission (“SEC”) on March 27, 2015,

and an accompanying proxy card in connection with the Company's 2015 annual meeting of stockholders (the "2015 Annual Meeting"). The Company, its directors and certain

of its executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the 2015 Annual Meeting. Information

concerning the interests of these directors and executive officers in connection with the matters to be voted on at the 2015 Annual Meeting is included in the definitive proxy

statement filed by the Company with the SEC in connection with such meeting. In addition, information concerning the Company's directors and executive officers is available

in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 12, 2015. To the extent holdings of the Company's

securities have changed since the amounts contained in the definitive proxy statement filed with the SEC in connection with the 2015 Annual Meeting, such changes have

been reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 and Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the

SEC. Such documents are, or will be, available free of charge at the SEC website at

STOCKHOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE PROXY

http://www.sec.gov.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This communication contains forward-looking statements concerning Synacor's expected

financial performance for the first quarter of 2015. These results are preliminary, have not been reviewed or audited by Synacor’s independent registered public accounting

firm, and are accordingly subject to adjustment prior to Synacor’s reporting its complete financial results for the first fiscal quarter. The achievement or success of the

matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions

prove incorrect, the company's results could differ materially from the results expressed or implied by the forward-looking statements the company makes.

The risks and uncertainties referred to above include - but are not limited to - risks associated with: adjustments to our preliminary estimates for the financial results of the

first quarter; issues encountered in the completion of the quarterly review; and general economic conditions.

Further information on these and other factors that could affect the company's financial results is included in filings it makes with the Securities and Exchange Commission

from time to time, including the section entitled "Risk Factors" in the company's most recent Form 10-K, as amended, filed with the SEC. These documents are available on

the SEC Filings section of the Investor Information section of the company's website at http://investor.synacor.com/. All information provided in this release and in the

attachments is available as of April 16, 2015, and Synacor undertakes no duty to update this information.

STATEMENT FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,

INCLUDING INFORMATION WITH RESPECT TO THE PARTICIPANTS.

SYNC

NEW LEADERSHIP AND EXPERIENCED BOARD EXECUTING THE RIGHT STRATEGY TO

CREATE SUSTAINABLE STOCKHOLDER VALUE

o

Highly-qualified

and

experienced

Board

place

committed

creating

sustainable

stockholder

value

o

Board

named

new

CEO

August

2014,

after

extensive

executive

process,

turnaround

and

grow

the

company

o

Company

restructured

September

2014

reduce

costs

and

return

profitability

o

Management team executing on a clear strategic plan, well received by analysts, that we believe will drive profitable growth

in four areas of market opportunity:

Increasing value for existing customers by optimizing user experience and monetization

Innovating on Synacor-as-a-platform for advanced services

Winning new customers in current and related verticals

Extending our product portfolio into emerging growth areas

o

The

strategic

plan

already

yielding

financial

results

evidenced

Synacor’s

2014

results,

and

continuing

2015:

Q4 2014 was the second highest revenue and highest adjusted EBITDA quarter in the history of the company

Q1 2015 will also be EBITDA profitable, with results expected to be at the high-end or to exceed guidance

Drove 5% year-over-year revenue growth in Q4, expected to continue in Q1

o

Stock

price

reflects

renewed

stockholder

confidence

–

SYNC

rose

19.2%

between

the

first

trading

day

after

the

announcement of Q2 2014 results from prior leadership (8/13/14) and the Annual Meeting record date (3/23/15 ):

SYNC outperformed Nasdaq Composite Index by 620bp, Nasdaq Computer Index by 790bp, and Russell 2000 Index by 840bp

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SYNC

FIRST 6 MONTHS AS CEO…

o

Himesh

Bhise

named

CEO

August

2014

after

extensive

executive

process,

turnaround

and

grow

the

company

o

On August 12 2014, the company announced the prior quarter results (from prior leadership), which included the loss of a major

customer and the loss of $7.3M of cash

o

Met with key stakeholders to gather feedback and determine the right path to maximize stockholder value

o

Reviewed product portfolio, current investments, and market opportunity with the Board and management team

o

Met with major customers

o

Reached out to major stockholders, including JEC/Ratio

o

Met with industry experts and analysts

o

Quickly took action on September 30 2014 to restructure the business and restore profitability

o

Right-sized the current business, reducing ~20% of the workforce

o

Focused R&D on the highest-revenue opportunities

o

Reduced operating expenses by ~$1.5 million per quarter

o

On October 30 2014 reported positive adjusted EBITDA for Q3, and announced strategic plan built on four pillars of attractive

market opportunity

o

Added

Scott

Murphy

the

Board

Directors

former

Congressman

and

Managing

Director

Advantage

Capital,

for

his

entrepreneurial

experience,

governance

expertise,

and

additional

stockholder

representation

o

Executing against strategic plan with focus and operating discipline. Making measurable progress on revenue growth and

profitability

evidenced by partner/customer announcements and record Q4 financial results

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SYNC

STREAMLINE OPERATIONS AND

DEVELOP OUR TALENT

FOUNDATION: OPERATING DISCIPLINE & SOUND FINANCIAL FOOTING

o

Reduced ~70 positions, ~20% of the

workforce

o

Organized talent aligned to products,

creating role and career path clarity

o

Restored positive adjusted EBITDA

and cash flow

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

FOCUS AND PRIORITIZE SPEND ON

HIGHEST REVENUE-GENERATING ITEMS

o

Reduced overall R&D spend –

better

build vs. buy decisions

o

Focused R&D spend on strategic

product priorities

o

Increased emphasis on sales and

marketing

RESTRUCTURING EXPECTED TO DELIVER $6M+ OF ANNUALIZED SAVINGS

SYNC

PROFITABLE GROWTH: STRATEGIC PLAN TO MAXIMIZE STOCKHOLDER VALUE

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Return to profitable revenue growth

Instill operating discipline and get Synacor back on sound financial footing

Streamline operations and develop our talent

Focus & prioritize R&D on highest revenue-generating opportunities

Increase value for existing

customers by optimizing

experience & monetization

Accelerate deployment & usage of new

portal and communication products

Build & deploy mobile experiences

Optimize monetization –

grow video

inventory and data

Innovate on Synacor-as-a-platform

for advanced services

Broaden Cloud ID across providers and

services

Scale and extend metadata-driven

search & discovery

Create a professional services team to

deliver end-to-end video solutions

Win new customers in current and

related verticals

Continue to pursue remaining broadband

and pay-TV providers

Syndicate ‘start’

modules in related

verticals and devices: Wireless, OEMs,

Publishers

Extend product portfolio into

emerging growth areas

Focused growth in international

Opportunistically explore new

services:

Business services

Bill-thru premiums

SYNC

SYNC

SIGNIFICANT PROGRESS AGAINST OUR STRATEGIC PLAN AND THE FOUR PILLARS OF

MARKET OPPORTUNITY

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proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Synacor

the

trusted

technology

development,

multiplatform

services

and

revenue

partner

for

video,

internet

and

communications

providers,

and

device

manufacturers.

deliver

modern,

digital

experiences

and

advertising

their

consumers

that

require

scale,

actionable

data

and

sophisticated

implementation.

SYNC

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SYNC

POSITIVE FINANCIAL MOMENTUM IN 2H 2014

REVENUE

ADJUSTED EBITDA

2014:

$2.2M;

vs.

August

2014

guidance

($2.5)M

–

($1.0)M

4Q14: highest EBITDA quarter in the history of the company; 44%

YoY increase

2014:

$106.6M;

vs.

August

2014

guidance

$100M

–

$103M

4Q14: second highest revenue quarter in the history of the company;

5% YoY increase

SYNC

CREATING STOCKHOLDER VALUE

RENEWED STOCKHOLDER CONFIDENCE IN BUSINESS HAS DRIVEN A 19.2% APPRECIATION* IN SYNC

STOCK -

OUTPERFORMING THE NASDAQ COMPOSITE BY 620BP AND RUSSELL 2000 INDEX BY 840BP

* Between the first trading day after the announcement of Q2 2014 results from prior leadership (8/13/14) and the Annual Meeting record date (3/23/15 )

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Synacor: 19.20% NASDAQ Composite: 13.00%

NASDAQ Computer: 11.30% Russell

2000:

10.80%

SYNC

SYNC

HIGHLY QUALIFIED AND EXPERIENCED BOARD WHO ARE COMMITTED TO CREATING

SUSTAINABLE STOCKHOLDER VALUE

o

Operating leadership

of newly appointed CEO Himesh Bhise

o

Synacor’s Board and Senior Management have the depth and diversity of skills and expertise needed to continue

executing on the Four Pillar strategy

o

The Board is comprised of seven highly-qualified and proven leaders, including six independent directors

o

The Board includes current and former C-level executives from Fortune 500 companies, and veteran professionals

responsible for investing hundreds of millions of dollars in growth companies

o

The

Board

has

the

business

experience,

commitment

and

stockholder

representation

that

believe

necessary

to act in the best interests of all Synacor stockholders

o

The Board is active and engaged, overseeing the implementation of the Company’s Four Pillar strategy and driving

results

o

The Board of Directors is committed to creating sustainable stockholder value

Contains

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and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SYNC

RIGHT LEADERSHIP TO CREATE SUSTAINABLE STOCKHOLDER VALUE

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Himesh Bhise,

Chief Executive Officer

& Director

CEO and Director since August 2014

Leading broadband, multiscreen and mobile executive

Comcast Cable –

VP, New Services & Platforms

Charter Communications –

VP, General Manager of High Speed Internet

AOL –

VP, General Manager of Mobile Division

McKinsey & Company –

Associate Partner, Telecom and M&A practices

M.B.A. –

The Wharton School at the University of Pennsylvania

SYNC

RIGHT LEADERSHIP TO CREATE SUSTAINABLE STOCKHOLDER VALUE [CONT’D]

Andrew

Kau,

Director

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Jordan Levy,

Chairman of the Board

Partner at Softbank Capital

Former senior executive at Software Etc., now GameStop (NYSE:GME)

Co-founder of Software Distribution Services, now known as Ingram Micro

(NYSE:IM)

Previously served on the boards of ZipList (sold to Condé

Nast), OMGPOP (sold to

Zynga), Hyperpublic (sold to Groupon), and Lorex Technology Inc.

Managing Director at Walden International, the leading firm focused on cross-

border investments including: GoPro (Nasdaq: GPRO); Inphi Corp. (NYSE:IPHI);

iKANG Healthcare Group (Nasdaq:KANG); Semiconductor Manufacturing

International (NYSE: SMI)

Strategic

Planning

Associates,

LLC

–

management

consultant

Booz,

Allen

and

Hamilton,

Inc.

–

management

consultant

RIGHT LEADERSHIP TO CREATE SUSTAINABLE STOCKHOLDER VALUE [CONT’D]

o

Managing Director and Chief Investment Officer at

Advantage Capital Partners

o

Former U.S. Congressman

o

Co-founded three tech companies, including an online

auction company that was sold to eBay (Nasdaq: EBAY)

and a website-building company that was sold to iXL

Enterprises, now part of Microsoft

o

Former CEO at Sega GameWorks

o

Former senior executive at DreamWorks Studios and

The Walt Disney Company

o

Board member of DreamWorks Animation SKG, Inc.

(Nasdaq: DWA)

o

Executive Vice President of Corporate

Marketing and Communications at Time

Warner Inc.

o

Former EVP at News Corporation

o

Former Board Member of Audible (Nasdaq:

ADBL; acquired by Amazon)

o

Former EVP of Motorola Mobility, responsible for

leading Motorola’s Home business

o

Former EVP of Strategy and CTO of Charter

Communications

o

Former SVP and CTO of Adelphia Communications

Gary

Ginsberg

Michael

Montgomery

Scott

Murphy

Marwan Fawaz

SYNC

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

Director

SETTING THE RECORD STRAIGHT ON JEC/RATIO’S MISLEADING STATEMENTS AND

QUESTIONABLE MOTIVES

o

JEC/Ratio is seeking to displace the new CEO and disrupt the positive momentum generated by the Four Pillar

business strategy

o

JEC/Ratio has not offered any constructive alternative business plan or new ideas to create sustainable

stockholder value

o

The JEC/Ratio nominees lack the public company board level experience and qualifications of the Synacor

nominees

o

Current Directors have not sold a single share of Synacor since our new CEO joined the Company. In fact,

Directors

and

Senior

Management

have

purchased

over

100,000

additional

Synacor

during

this

time

o

Current Board and executive officers, together with their affiliates, own 24.8% of the Company’s stock, so

stockholder interests are well represented on the Board

o

Synacor’s current Management has reached out to JEC/Ratio and remains open to constructive ideas from all

stockholders

o

The current Board is committed to doing what is in the best interests of all Synacor stockholders

o

JEC/Ratio

appears

have

questionable

motives

for

waging

public

campaign

insults

and

attacks

SYNACOR’S CURRENT BOARD AND MANAGEMENT IS EXECUTING ON THE

FOUR PILLAR STRATEGIC PLAN AND ALREADY DELIVERING POSITIVE RESULTS

SYNC

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proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

SUMMARY: NEW LEADERSHIP AND EXPERIENCED BOARD EXECUTING THE RIGHT

STRATEGY TO CREATE SUSTAINABLE STOCKHOLDER VALUE

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

NOW

NOT

THE

TIME

DISRUPT

THE

MOMENTUM

THE

BUSINESS

o

Highly-qualified

and

experienced

Board

place

committed

creating

sustainable

stockholder

value

o

Board

named

new

CEO

August

2014

after

extensive

executive

process,

turnaround

and

grow

the

company

o

Company

restructured

September

2014

reduce

costs

and

return

profitability

o

Management team executing on a clear strategic plan, well received by analysts, that we believe will drive profitable growth in four

areas of market opportunity:

Increasing value for existing customers by optimizing user experience and monetization

Innovating on Synacor-as-a-platform for advanced services

Winning new customers in current and related verticals

Extending our product portfolio into emerging growth areas

o

The

strategic

plan

already

yielding

financial

results

evidenced

Synacor’s

2014

results,

and

continuing

2015:

Q4 2014 was the second highest revenue and highest adjusted EBITDA quarter in the history of the company

Q1 2015 will also be EBITDA profitable, with results expected to be at the high-end or to exceed guidance

Drove 5% year-over-year revenue growth in Q4, expected to continue in Q1

o

Stock

price

reflects

renewed

stockholder confidence

–

SYNC

rose

19.2%

between

the

first

trading

day

after

the

announcement

Q2 2014 results from prior leadership (8/13/14) and the Annual Meeting record date (3/23/15 ):

SYNC outperformed Nasdaq Composite Index by 620bp, Nasdaq Computer Index by 790bp, and Russell 2000 Index by 840bp`

SYNC

THANK YOU

SYNC

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.

APPENDIX

SYNC

Contains

proprietary

and

confidential

information

owned

Synacor,

Inc.

2015

Synacor,

Inc.