BRIGHTCOVE INC DE false 0001313275 0001313275 2022-03-31 2022-03-31












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 31, 2022




(Exact name of registrant as specified in its charter)




DELAWARE   001-35429   20-1579162

(State or other jurisdiction of




File Number)


(I.R.S. Employer

Identification No.)


281 Summer Street, Boston, MA   02210
(Address of principal executive offices)   (Zip Code)

(888) 882-1880

Registrant’s telephone number, including area code

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   BCOV   The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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

(b) Retirement of Deborah Besemer as Member of the Board of Directors

On March 31, 2022, Deborah Besemer, a member of and Chairperson of the board of directors (the “Board”) of Brightcove Inc. (the “Company”), notified the Board that she would not stand for re-election as a director of the Company. Ms. Besemer’s decision not to stand for re-election was not due to any disagreement with the Company on any matter relating to the Company or its operations, policies or practices. Ms. Besemer’s term will end at the commencement of the Company’s 2022 annual meeting of stockholders, scheduled to be held on May 11, 2022 (the “Annual Meeting”).

In connection with Ms. Besemer not standing for re-election, effective at the commencement of the Annual Meeting, the Board appointed Diane Hessan as Chairman of the Board.


Item 7.01.

Regulation FD Disclosure.

A copy of the Company’s press release announcing the foregoing is attached to this Current Report on Form 8-K as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits






99.1    Press Release of Brightcove Inc. dated April 1, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.


Date: April 1, 2022     Brightcove Inc.

/s/ Robert Noreck

      Robert Noreck
      Chief Financial Officer

Exhibit 99.1

Deborah Besemer to Retire as Chairman of Brightcove’s Board of Directors

Current board member Diane Hessan appointed as new Chairman

BOSTON – Friday, April 1, 2022 – Brightcove Inc. (Nasdaq: BCOV), the leading intelligent video streaming, monetization, and communications platform, today announced that Deborah Besemer, the Chairman of Brightcove’s board of directors, and a board member since 2008, will retire from the board at the end of her current term at the Company’s 2022 Annual Meeting. The Company has appointed Diane Hessan, who has served as a Brightcove board member since 2017, as its new Chairman, effective as of the Annual Meeting.

“It has been a privilege to serve as a member of Brightcove’s board for the past 14 years and help the company grow from a small start-up to the global leader in video for business and a successful public company,” said Deborah Besemer, Brightcove’s outgoing board chairman. “I am incredibly confident in the future of Brightcove and am thrilled that Diane will be taking over as board chairman to help lead the company through its next phase of growth.”

Diane Hessan commented, “On behalf of Brightcove’s board, employees and customers, I want to thank Deb for her years of dedicated service to the Company and her invaluable contributions over that time. Deb has been a wonderful leader and close colleague who has provided valuable perspective throughout her tenure that greatly benefitted the Company.”

Hessan continued, “I am excited to take on this new role as board chairman and work closely with our new CEO, Marc DeBevoise, to deliver significant value for our customers and shareholders. Brightcove has the most scalable and secure video communications platform and is in a great position to benefit from the streaming video revolution.”

Diane Hessan is currently CEO of Salient Ventures, an investment and advisory company with a portfolio of angel investments focused on Boston technology companies. She is also Chairman of C Space, a next-generation market research company that builds online communities to help marketers generate consumer insights, where she was CEO for 15 years. She serves on the boards of Eastern Bank, Panera Bread, The Schlesinger Group, DP Acquisition Corp, Mass Challenge, Tufts University, and the National Association of Corporate Directors – New England, and is also a Special Advisor to Datapoint Capital, a leading early-stage venture capital firm.

About Brightcove Inc.

Brightcove creates the world’s most reliable, scalable, and secure video technology solutions to build a greater connection between companies and their audiences, no matter where they are or on which devices they consume content. In more than 80 countries, Brightcove’s intelligent video platform enables businesses to sell to customers more effectively, media leaders to stream and monetize content more reliably, and every organization to communicate with team members more powerfully. With two Technology and Engineering Emmy® Awards for innovation, uptime that consistently leads the industry, and unmatched scalability, we continuously push the boundaries of what video can do. Follow Brightcove on Twitter, LinkedIn, and Facebook.

Visit www.brightcove.com. Brightcove. Video that means business.

Media Contact:

Sara Griggs



+1 929 888 4866

Investor Contact:

Brian Denyeau

ICR for Brightcove


+1 646 277 1251