UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | May 6, 2011 |
ValueClick, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-30135 | 77-0495335 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 30699 Russell Ranch Road, Suite 250, Westlake Village, California | | 91362 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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| Registrant's telephone number, including area code: | | 818-575-4500 |
Not Applicable
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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))
Explanatory Note
On May 11, 2011, ValueClick, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) related to the Company’s Annual Meeting of Stockholders (the "Annual Meeting") held on May 6, 2011. This Form 8-K/A is being filed solely to disclose the Company's decision regarding the frequency of future non-binding, advisory votes on compensation of the Company's named executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported in the Original Form 8-K, a non-binding, advisory vote was taken at the Annual Meeting on the frequency of future advisory votes regarding named executive officer compensation. A majority of the shares cast were in favor of holding such an advisory vote on an annual basis. After considering the preference of the Company's stockholders and other factors, the Company's Board of Directors (the "Board") determined at a meeting held on July 28, 2011, that the Company will hold a non-binding advisory vote on the compensation of its named executive officers on an annual basis, until the next required non-binding advisory vote on the frequency of such future advisory votes on executive compensation occurs, or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
SIGNATURES
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.
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| | | ValueClick, Inc. |
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| August 1, 2011 | | By: | | /s/ John Pitstick |
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| | | | | Name: John Pitstick |
| | | | | Title: Chief Financial Officer |
