RNWK » Topics » Equity Compensation Plans

This excerpt taken from the RNWK DEF 14A filed Aug 12, 2009.
Equity Compensation Plans
 
As of December 31, 2008, RealNetworks had awards outstanding under five equity compensation plans. These plans include the RealNetworks, Inc. 1995 Stock Option Plan (the “1995 Plan”), the 1996 Plan, the 2000 Plan, the


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2002 Plan and the 2005 Plan. In addition, the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (the “2007 ESPP”) became effective on January 1, 2008. The 1995 Plan, 1996 Plan, 2002 Plan, 2005 Plan and 2007 ESPP have been approved by RealNetworks’ shareholders. The 2000 Plan has not been approved by RealNetworks’ shareholders.
 
In 2005, RealNetworks’ shareholders approved the 2005 Plan and upon this approval of the 2005 Plan, the 1995 Plan, the 1996 Plan, the 2000 Plan and the 2002 Plan were terminated. In 2007, RealNetworks’ shareholders approved an amended and restated 2005 Plan, and upon this approval, the RealNetworks, Inc. Director Compensation Stock Plan was terminated. As a result of the termination of these Plans, all new equity awards will be issued under the 2005 Plan. In 2007, RealNetworks’ shareholders also approved the 2007 ESPP. The initial offering period under the 2007 ESPP commenced on January 1, 2008.
 
The following table aggregates the data from RealNetworks’ plans:
 
                         
                Number of Securities
 
                Remaining Available
 
    Number of Securities
          for Future Issuance
 
    to be Issued upon
    Weighted-Average
    under Equity
 
    Exercise of
    Exercise Price of
    Compensation Plans
 
    Outstanding Options,
    Outstanding Options,
    (Excluding Securities
 
    Warrants and Rights
    Warrants and Rights
    Reflected in Column (a))
 
Plan Category
  (in 000’s)(a)     (b)     (in 000’s)(c)  
 
Equity compensation plans approved by security holders
    39,161     $ 7.39       7,712 (1)(2)
Equity compensation plans not approved by security holders
    374     $ 9.90        
                         
Total
    39,535     $ 7.41       7,712  
                         
 
 
(1) On January 1, 2008, the 2007 ESPP became effective. Column (c) above excludes the 1,500,000 shares of the Company’s common stock that are authorized for issuance pursuant to the 2007 ESPP.
 
(2) Includes shares available for future issuances pursuant to the Real Networks, Inc. 2007 Director Compensation Stock Plan (the “2007 Director Plan”), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of his or her quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan.
 
Equity Compensation Plans Not Approved By Security Holders.  The Board of Directors adopted the 2000 Plan to enable the grant of nonqualified stock options to employees and consultants of RealNetworks and its subsidiaries who are not otherwise officers or directors of RealNetworks. The 2000 Plan has not been approved by RealNetworks’ shareholders. The Compensation Committee of the Board of Directors is the administrator of the 2000 Plan, and as such determines all matters relating to options granted under the 2000 Plan. Nonqualified stock options granted pursuant to the 2000 Plan were granted with exercise prices equal to the fair market value of the Company’s common stock on the date of grant and typically vest over five years as determined by the Compensation Committee or pursuant to delegated authority as provided in the 2000 Plan. In June 2005, the 2000 Plan was terminated and the remaining available shares were transferred to the 2005 Plan.
 
These excerpts taken from the RNWK 10-K filed Apr 30, 2009.
Equity Compensation Plans
 
As of December 31, 2008, we had awards outstanding under five equity compensation plans. These plans include the RealNetworks, Inc. 1995 Stock Option Plan (the “1995 Plan”), the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (the “1996 Plan”), the RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated (the “2000 Plan”), the RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and restated (2005 Plan), and the RealNetworks, Inc. 2002 Director Stock Option Plan (the “2002 Plan”). In addition, the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (the “2007 ESPP”) became effective on January 1, 2008. The 1995 Plan, 1996 Plan, 2002 Plan, 2005 Plan and 2007 ESPP have been approved by our shareholders. The 2000 Plan has not been approved by our shareholders.


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In 2005, our shareholders approved the 2005 Plan and upon this approval of the 2005 Plan, we terminated the 1995 Plan, the 1996 Plan, the 2000 Plan and the 2002 Plan. In 2007, our shareholders approved an amended and restated 2005 Plan, and upon this approval, we terminated the RealNetworks, Inc. Director Compensation Stock Plan. As a result of the termination of these Plans, all new equity awards will be issued under the 2005 Plan. In 2007, our shareholders also approved the RealNetworks, Inc. 2007 Employee Stock Purchase Plan. The initial offering period under the 2007 ESPP commenced on January 1, 2008.
 
The following table aggregates the data from our plans:
 
                         
                Number of Securities
 
                Remaining Available
 
    Number of Securities
          for Future Issuance
 
    to be Issued upon
    Weighted-average
    under Equity
 
    Exercise of
    Exercise Price of
    Compensation Plans
 
    Outstanding Options,
    Outstanding Options,
    (Excluding Securities
 
    Warrants and Rights
    Warrants and Rights
    Reflected in Column (a))
 
Plan Category
  (in 000’s)(a)     (b)     (in 000’s)(c)  
 
Equity compensation plans approved by security holders
    39,161     $ 7.39       7,712 (1)(2)
Equity compensation plans not approved by security holders
    374     $ 9.90        
                         
Total
    39,535     $ 7.41       7,712  
                         
 
 
(1) On January 1, 2008, the 2007 ESPP became effective. Column (c) above excludes the 1,500,000 shares of the Company’s common stock that are authorized for issuance pursuant to the 2007 ESPP.
 
(2) Includes shares available for future issuances pursuant to the Real Networks, Inc. 2007 Director Compensation Stock Plan (the “2007 Director Plan”), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of his or her quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan.
 
Equity Compensation Plans Not Approved By Security Holders.  The Board of Directors adopted the 2000 Plan to enable the grant of nonqualified stock options to employees and consultants of RealNetworks and its subsidiaries who are not otherwise officers or directors of RealNetworks. The 2000 Plan has not been approved by our shareholders. The Compensation Committee of the Board of Directors is the administrator of the 2000 Plan, and as such determines all matters relating to options granted under the 2000 Plan. Nonqualified stock options granted pursuant to the 2000 Plan were granted with exercise prices equal to the fair market value of our common stock on the date of grant and typically vest over five years as determined by the Compensation Committee or pursuant to delegated authority as provided in the 2000 Plan. In June 2005, the 2000 Plan was terminated and the remaining available shares were transferred to the 2005 Plan.
 
Equity
Compensation Plans



 



As of December 31, 2008, we had awards outstanding under
five equity compensation plans. These plans include the
RealNetworks, Inc. 1995 Stock Option Plan (the “1995
Plan”), the RealNetworks, Inc. 1996 Stock Option Plan, as
amended and restated (the “1996 Plan”), the
RealNetworks, Inc. 2000 Stock Option Plan, as amended and
restated (the “2000 Plan”), the RealNetworks, Inc.
2005 Stock Incentive Plan, as amended and restated (2005 Plan),
and the RealNetworks, Inc. 2002 Director Stock Option Plan
(the “2002 Plan”). In addition, the RealNetworks, Inc.
2007 Employee Stock Purchase Plan (the “2007 ESPP”)
became effective on January 1, 2008. The 1995 Plan, 1996
Plan, 2002 Plan, 2005 Plan and 2007 ESPP have been approved by
our shareholders. The 2000 Plan has not been approved by our
shareholders.





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In 2005, our shareholders approved the 2005 Plan and upon this
approval of the 2005 Plan, we terminated the 1995 Plan, the 1996
Plan, the 2000 Plan and the 2002 Plan. In 2007, our shareholders
approved an amended and restated 2005 Plan, and upon this
approval, we terminated the RealNetworks, Inc. Director
Compensation Stock Plan. As a result of the termination of these
Plans, all new equity awards will be issued under the 2005 Plan.
In 2007, our shareholders also approved the RealNetworks, Inc.
2007 Employee Stock Purchase Plan. The initial offering period
under the 2007 ESPP commenced on January 1, 2008.


 



The following table aggregates the data from our plans:


 


































































































































































































                         

 

 

 

 

 

 

 

 

Number of Securities



 

 

 

 

 

 

 

 

 

Remaining Available



 

 

 

Number of Securities



 

 

 

 

 

for Future Issuance



 

 

 

to be Issued upon



 

 

Weighted-average



 

 

under Equity



 

 

 

Exercise of



 

 

Exercise Price of



 

 

Compensation Plans



 

 

 

Outstanding Options,



 

 

Outstanding Options,



 

 

(Excluding Securities



 

 

 

Warrants and Rights



 

 

Warrants and Rights



 

 

Reflected in Column (a))



 


Plan Category


 

(in 000’s)(a)

 

 

(b)

 

 

(in 000’s)(c)

 
 


Equity compensation plans approved by security holders


 

 

39,161

 

 

$

7.39

 

 

 

7,712

(1)(2)


Equity compensation plans not approved by security holders


 

 

374

 

 

$

9.90

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 


Total


 

 

39,535

 

 

$

7.41

 

 

 

7,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 






 




 




























(1)

On January 1, 2008, the 2007 ESPP became effective. Column
(c) above excludes the 1,500,000 shares of the
Company’s common stock that are authorized for issuance
pursuant to the 2007 ESPP.
 

(2)

Includes shares available for future issuances pursuant to the
Real Networks, Inc. 2007 Director Compensation Stock Plan
(the “2007 Director Plan”), a sub-plan that
operates and is administered under the 2005 Plan. Under the
2007 Director Plan, outside directors may elect to receive
all or a portion of his or her quarterly director compensation
in shares of the Company’s common stock in lieu of cash.
Shares issued to directors under the 2007 Director Plan are
issued from the shares reserved under the 2005 Plan.


 



Equity Compensation Plans Not Approved By Security
Holders.
  The Board of Directors adopted the
2000 Plan to enable the grant of nonqualified stock options
to employees and consultants of RealNetworks and its
subsidiaries who are not otherwise officers or directors of
RealNetworks. The 2000 Plan has not been approved by our
shareholders. The Compensation Committee of the Board of
Directors is the administrator of the 2000 Plan, and as such
determines all matters relating to options granted under the
2000 Plan. Nonqualified stock options granted pursuant to
the 2000 Plan were granted with exercise prices equal to the
fair market value of our common stock on the date of grant and
typically vest over five years as determined by the Compensation
Committee or pursuant to delegated authority as provided in the
2000 Plan. In June 2005, the 2000 Plan was terminated and
the remaining available shares were transferred to the 2005 Plan.


 




This excerpt taken from the RNWK 10-K filed Mar 2, 2009.
Equity Compensation Plans
 
As of December 31, 2008, we had awards outstanding under five equity compensation plans. These plans include the RealNetworks, Inc. 1995 Stock Option Plan (1995 Plan), the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (1996 Plan), the RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated (2000 Plan), the RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and restated (2005 Plan), and the RealNetworks, Inc. 2002 Director Stock Option Plan (2002 Plan). In addition, the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (2007 ESPP) became effective on January 1, 2008. The 1995 Plan, 1996 Plan, 2002 Plan, 2005 Plan and 2007 ESPP have been approved by our shareholders. The 2000 Plan has not been approved by our shareholders.
 
In 2005, our shareholders approved the 2005 Plan and upon this approval of the 2005 Plan, we terminated the 1995 Plan, the 1996 Plan, the 2000 Plan and the 2002 Plan. In 2007, our shareholders approved an amended and restated 2005 Plan, and upon this approval, we terminated the RealNetworks, Inc. Director Compensation Stock Plan. As a result of the termination of these Plans, all new equity awards will be issued under the 2005 Plan. In 2007, our shareholders also approved the 2007 ESPP. The initial offering period under the 2007 ESPP commenced on January 1, 2008.
 
The following table aggregates the data from our plans:
 
                         
                Number of Securities
 
                Remaining Available
 
    Number of Securities
          for Future Issuance
 
    to be Issued upon
    Weighted-average
    under Equity
 
    Exercise of
    Exercise Price of
    Compensation Plans
 
    Outstanding Options,
    Outstanding Options,
    (Excluding Securities
 
    Warrants and Rights
    Warrants and Rights
    Reflected in Column (a))
 
Plan Category
  (in 000’s)(a)     (b)     (in 000’s)(c)  
 
Equity compensation plans approved by security holders
    39,161     $ 7.39       7,712  
Equity compensation plans not approved by security holders
    374     $ 9.90        
                         
Total
    39,535     $ 7.41       7,712  
                         
 
 
(1) On January 1, 2008, the 2007 ESPP became effective. Column (c) above excludes the 1,500,000 shares of the Company’s common stock that are authorized for issuance pursuant to the 2007 ESPP.
 
(2) Includes shares available for future issuances pursuant to the Real Networks, Inc. 2007 Director Compensation Stock Plan (2007 Director Plan), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of his or her quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan.


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Equity Compensation Plans Not Approved By Security Holders.  The Board of Directors adopted the 2000 Plan to enable the grant of nonqualified stock options to employees and consultants of RealNetworks and its subsidiaries who are not otherwise officers or directors of RealNetworks. The 2000 Plan has not been approved by RealNetworks’ shareholders. The Compensation Committee of the Board of Directors is the administrator of the 2000 Plan, and as such determines all matters relating to options granted under the 2000 Plan. Nonqualified stock options granted pursuant to the 2000 Plan were granted with exercise prices equal to the fair market value of RealNetworks’ common stock on the date of grant and typically vest over five years as determined by the Compensation Committee or pursuant to delegated authority as provided in the 2000 Plan. In June 2005, the 2000 Plan was terminated and the remaining available shares were transferred to the 2005 Plan.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Executive Compensation-Policies and Procedures with Respect to Related Person Transactions,” “Executive Compensation-Certain Relationships and Related Transactions” and “Election of Directors-Director Independence” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around June 9, 2009.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm-Fees Billed by KPMG LLP During 2007 and 2008” and “Ratification of Appointment of Independent Registered Public Accounting Firm-Pre-Approval Policies and Procedures” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around June 9, 2009.
 
Equity Compensation Plans
 
As of December 31, 2007, we had awards outstanding under five equity compensation plans. These plans include the RealNetworks, Inc. 1995 Stock Option Plan (1995 Plan), the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (1996 Plan), the RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated (2000 Plan), the RealNetworks, Inc. 2005 Stock Incentive Plan, as amended and restated (2005 Plan), and the RealNetworks, Inc. 2002 Director Stock Option Plan (2002 Plan). In addition, the RealNetworks, Inc. 1998 Employee Stock Purchase Plan (1998 ESPP) expired on December 31, 2007 following the conclusion of the final offering period. The 1995 Plan, 1996 Plan, 2002 Plan, 2005 Plan and 1998 ESPP have been approved by our shareholders. The 2000 Plan has not been approved by our shareholders.
 
In 2005, our shareholders approved the 2005 Plan and upon this approval of the 2005 Plan, we terminated the 1995 Plan, the 1996 Plan, the 2000 Plan and the 2002 Plan. In 2007, our shareholders approved an amended and restated 2005 Plan, and upon this approval, we terminated the RealNetworks, Inc. Director Compensation Stock Plan. As a result of the termination of these Plans, all new equity awards will be issued under the 2005 Plan. In 2007, our shareholders also approved the RealNetworks, Inc. 2007 Employee Stock Purchase Plan (2007 ESPP) to replace the 1998 ESPP. The initial offering period under the 2007 ESPP commenced on January 1, 2008.
 
The following table aggregates the data from our plans:
 
                         
                Number of Securities
 
                Remaining Available
 
    Number of Securities
          for Future Issuance
 
    to be Issued upon
    Weighted-average
    under Equity
 
    Exercise of
    Exercise Price of
    Compensation Plans
 
    Outstanding Options,
    Outstanding Options,
    (Excluding Securities
 
    Warrants and Rights
    Warrants and Rights
    Reflected in Column (a))
 
Plan Category
  (in 000’s)(a)     (b)     (in 000’s)(c)  
 
Equity compensation plans approved by security holders
    42,044     $ 7.71       8,138  
Equity compensation plans not approved by security holders
    451     $ 10.61        
                         
Total
    42,495     $ 7.74       8,138  
                         
 
 
(1) Two performance-based stock option awards are outstanding under the 2005 Plan. These awards must be earned based on the achievement of certain financial targets on or before specified dates, and if earned, the awards will vest according to a time-based vesting schedule applicable to each award. Each of these


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awards will be canceled and forfeited in the event they are not earned on or before the specified dates for performance achievement as set forth in the agreement evidencing each award. The weighted-average exercise price in Column (b) does not take into account the shares issuable upon vesting of these awards.
 
(2) On December 31, 2007, the 1998 ESPP expired upon the conclusion of the final offering period under the 1998 ESPP, and no shares remained available for future issuances following such expiration. On January 1, 2008, the 2007 ESPP became effective. Column (c) above excludes the 1,500,000 shares of the Company’s common stock that are authorized for future issuances pursuant to the 2007 ESPP effective January 1, 2008. Approximately 157,145 shares were subject to purchase during the open purchase period under the 1998 ESPP as of the end of fiscal 2007.
 
(3) Includes shares available for future issuances pursuant to the Real Networks, Inc. 2007 Director Compensation Stock Plan (2007 Director Plan), a sub-plan that operates and is administered under the 2005 Plan. Under the 2007 Director Plan, outside directors may elect to receive all or a portion of his or her quarterly director compensation in shares of the Company’s common stock in lieu of cash. Shares issued to directors under the 2007 Director Plan are issued from the shares reserved under the 2005 Plan.
 
Equity Compensation Plans Not Approved By Security Holders.  The Board of Directors adopted the 2000 Plan to enable the grant of nonqualified stock options to employees and consultants of RealNetworks and its subsidiaries who are not otherwise officers or directors of RealNetworks. The 2000 Plan has not been approved by RealNetworks’ shareholders. The Compensation Committee of the Board of Directors is the administrator of the 2000 Plan, and as such determines all matters relating to options granted under the 2000 Plan. Nonqualified stock options granted pursuant to the 2000 Plan were granted with exercise prices equal to the fair market value of RealNetworks’ common stock on the date of grant and typically vest over five years as determined by the Compensation Committee or pursuant to delegated authority as provided in the 2000 Plan. In June 2005, the 2000 Plan was terminated and the remaining available shares were transferred to the 2005 Plan.
 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Executive Compensation-Policies and Procedures with Respect to Related Person Transactions,” “Executive Compensation-Certain Relationships and Related Transactions” and “Election of Directors-Director Independence” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around June 3, 2008.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm-Fees Billed by KPMG LLP During 2006 and 2007” and “Ratification of Appointment of Independent Registered Public Accounting Firm-Pre-Approval Policies and Procedures” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around June 3, 2008.
 
Equity Compensation Plans
 
As of December 31, 2006, we had awards outstanding under six equity compensation plans. These plans include the RealNetworks, Inc. 1995 Stock Option Plan (1995 Plan), the RealNetworks, Inc. 1996 Stock Option Plan, as amended and restated (1996 Plan), the RealNetworks, Inc. 2000 Stock Option Plan, as amended and restated (2000 Plan), the RealNetworks, Inc. 2005 Stock Incentive Plan (2005 Plan), the RealNetworks, Inc. 2002 Director Stock Option Plan (2002 Plan), and the RealNetworks, Inc. Director Compensation Stock Plan (Director Stock Plan). The 1995 Plan, 1996 Plan, 2002 Plan, 2005 Plan, and Director Stock Plan have been approved by our shareholders. The 2000 Plan has not been approved by our shareholders.
 
In 2005, our shareholders approved the 2005 Plan. Upon approval of the 2005 Plan, we terminated the 1995 Plan, the 1996 Plan, the 2000 Plan and the 2002 Plan. As a result of the termination of these Plans, all equity awards granted subsequent to June 9, 2005 will be issued under the 2005 Plan.
 
The following table aggregates the data from our six plans:
 
                         
                Number of Securities
 
                Remaining Available
 
    Number of Securities
          for Future Issuance
 
    to be Issued upon
    Weight-average
    under Equity
 
    Exercise of
    Exercise Price of
    Compensation Plans
 
    Outstanding Options,
    Outstanding Options,
    (Excluding Securities
 
    Warrants and Rights
    Warrants and Rights
    Reflected in Column (a))
 
Plan Category
  (in 000’s)(a)     (b)     (in 000’s)(c)  
 
Equity compensation plans approved by security holders
    35,263     $ 8.27       5,385 (1)
Equity compensation plans not approved by security holders
    545     $ 10.74        
                         
Total
    35,808     $ 8.31       5,385  
                         
 
 
(1) Excludes 318,331 shares available for future issuance under the Director Stock Plan which enables non-employee Directors of RealNetworks to receive all or a portion of their quarterly compensation for Board


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service in shares of RealNetworks Common Stock in lieu of cash. The number of shares of Common Stock to be issued in respect of quarterly fees payable to non-employee Directors is equal to the amount of such fees to be paid in shares of Common Stock, as elected by each non-member Director, divided by the market value of a share of Common Stock on the last business day of each calendar quarter.
 
Equity Compensation Plans Not Approved By Security Holders.  The Board of Directors adopted the 2000 Plan to enable the grant of nonqualified stock options to employees and consultants of RealNetworks and its subsidiaries who are not otherwise officers or directors of RealNetworks. The 2000 Plan has not been approved by RealNetworks’ shareholders. The Compensation Committee of the Board of Directors is the administrator of the 2000 Plan, and as such determines all matters relating to options granted under the 2000 Plan. In June 2005, the 2000 Plan was terminated and the remaining available shares were transferred to the 2005 Plan.
 
Item 13.   Certain Relationships and Related Transactions
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Voting Securities and Principal Holders — Certain Transactions” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around May 25, 2007.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this Item is incorporated by reference to the information contained in the section captioned “Principal Accountant Fees and Services” of the Proxy Statement for RealNetworks’ Annual Meeting of Shareholders scheduled to be held on or around May 25, 2007.
 
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