UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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): | | February 17, 2006 |
ValueClick, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-30135 | 77-0495335 |
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(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 |
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(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))
Item 1.01 Entry into a Material Definitive Agreement.
On February 17, 2006, the Compensation Committee of the Company’s Board of Directors approved the 2006 Q1 Executive Incentive Compensation Plan for the executive officers listed below. If certain revenue and earnings targets are met for the three-month period ending March 31, 2006, the maximum payments to these executive officers under the 2006 Q1 Executive Incentive Compensation Plan are as follows:
James R. Zarley
President and Chief Executive Officer $80,000
Samuel J. Paisley
Chief Administrative Officer $60,000
Jeffrey A. Pullen
Chief Operating Officer – U.S. $60,000
Scott H. Ray
Chief Financial Officer $60,000
Carl White
Chief Operating Officer - Europe £14,000
Further, on February 17, 2006 the Compensation Committee of the Company’s Board of Directors approved the 2006 Q1 Executive Incentive Compensation Plan for Peter Wolfert, Chief Technology Officer. Mr. Wolfert is eligible for a maximum payment of $20,000 if certain operating goals and objectives are met during the three-month period ending March 31, 2006, as determined by the Chief Operating Officer – U.S.
Exhibit 99.1 summarizes the 2006 Q1 Executive Incentive Compensation Plan.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 2006 Q1 Executive Incentive Compensation Plan
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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| February 21, 2006 | | By: | | Scott H. Ray
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| | | | | Name: Scott H. Ray |
| | | | | Title: Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | 2006 Q1 Executive Incentive Compensation Plan |
