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 10, 2009 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On February 10, 2009, the Compensation Committee approved the 2009 Executive Incentive Compensation Plan for the executive officers listed below. If certain revenue and earnings targets are met for the first, second, third, and fourth quarters of 2009, the target cumulative payments to these executive officers under the 2009 Executive Incentive Compensation Plan will be as listed below. In addition, if revenue and earnings targets are exceeded by 20% or more, the target cumulative payments will be increased by 60%.
James R. Zarley
Executive Chairman of the Board of Directors $450,000
Tom A. Vadnais
Chief Executive Officer $450,000
John Pitstick
Chief Financial Officer $250,000
Carl White
Chief Executive Officer - Europe £100,000
Scott P. Barlow
Vice President, General Counsel and Secretary $250,000
Peter Wolfert
Chief Technology Officer $250,000
Exhibit 99.1 summarizes the 2009 Executive Incentive Compensation Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 2009 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 13, 2009 | | By: | | /s/ John Pitstick
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| | | | | Name: John Pitstick |
| | | | | Title: Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | 2009 Executive Incentive Compensation Plan. |
