As previously reported in Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2012, the Board of Directors of Rainmaker Systems Inc. initiated a search for a new Chief Executive Officer to succeed Michael Silton as Chief Executive Officer of the company. Mr. Silton's employment as CEO of the company terminated on October 24, 2012. On October 27, 2012, the Board named Timothy Burns, the company's Chief Financial Officer, as interim President and CEO while the search for a new Chief Executive Officer is concluded.

On October 24, 2012, the Board appointed Mitchell Levy to succeed Mr. Silton as Chairman of the Board. Mr. Levy has served as a director of the company since 2004 and is currently Chairman of the company's Governance and Nominating Committee and Chairman of the company's Compensation Committee, as well as a member of the company's Audit Committee.