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

Effective January 1, 2009 (the "Effective Date"), the Board of Directors (the "Board") of NeoMedia Technologies, Inc., a Delaware corporation (the "Company") appointed Ms. Laura Marriott to serve as a member of the Board until the next annual meeting of the Company's stockholders or until her successor is duly elected, qualified and seated. Ms. Marriott had recently served as President of the Mobile Marketing Association ("MMA") since July 15, 2005 and prior to that, she served as Director of Marketing for Intrado, Inc. from April 1, 2003 through July 14, 2005. Effective January 1, 2009 Ms. Marriott became President Emeritus and a member of the Board of Advisors of the MMA.

In addition to the standard compensation and benefits offered to non-executive Board members (including, without limitation, a retainer amount equal to $16,000 per annum plus $4,000 per quarterly and annual meeting), the Company granted Ms. Marriott options to purchase Five Million (5,000,000) shares of the Company's common stock at the fair market value price of the Company's common stock at the date of grant (which such price shall not be less than par), one quarter of which shall vest on each anniversary of the Effective Date commencing on January 1, 2010 over four (4) years.

The Company issued a press release announcing the appointment of Ms. Marriott, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibit No. Description:

EXHIBIT DESCRIPTION LOCATION
Exhibit 99.1 Press Release Provided herewith

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