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
Date of Report (Date of earliest event reported): January 29, 2014
WEB.COM GROUP, INC.
(Exact name of Registrant as specified in its charter)
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| |
| Delaware | 94-3327894 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Commission file number:
000-51595
(Address of principal executive offices and zip code)
12808 Gran Bay Parkway West
Jacksonville, FL 32258
Registrant's telephone number, including area code:
(904) 680-6600
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 (see General Instruction A.2. below):
[ ] 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Cash Compensation
Cash Bonuses
On January 29, 2014, the Compensation Committee of the Board of Directors (the “Board”) of Web.com Group, Inc. (the “Company” or “Web.com”) approved, and on January 30, 2014, the Board, with respect to the Chief Executive Officer, upon the recommendation of the Compensation Committee, approved, the following cash bonuses for the following Named Executive Officers of the Company with respect to performance for fiscal year 2013:
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| Name | 2013 Bonus |
David L. Brown President and Chief Executive Officer | $771,400 |
Jason T. Teichman Chief Operating Officer | $290,700 |
Kevin M. Carney Chief Financial Officer | $282,625 |
Roseann Duran Chief People Officer | $185,250 |
Fiscal Year 2014 Compensation Arrangements
On January 29, 2014, the Compensation Committee of the Board approved, and on January 30, 2014 the Board, with respect to the Chief Executive Officer, upon the recommendation of the Compensation Committee, approved, the following 2014 base salaries and target bonuses for the following Named Executive Officers of the Company, effective as of February 1, 2014:
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| Name | Base Salary | Target Bonus(1) |
David L. Brown President and Chief Executive Officer | $560,000 | 150% |
Jason T. Teichman Chief Operating Officer | $360,000 | 95% |
Kevin M. Carney Chief Financial Officer | $350,000 | 95% |
Roseann Duran Chief People Officer | $260,000 | 75% |
(1) Target bonus amounts are expressed as a percentage of the corresponding 2014 base salary.
Approval of Equity Awards
On January 29, 2014, the Compensation Committee approved, and on January 30, 2014, the Board, with respect to the Chief Executive Officer, upon the recommendation of the Compensation Committee, approved, effective February 11, 2014, the grant of stock options to acquire the following numbers of shares of Web.com common stock and restricted stock, to the executive officers of the Company appearing in the summary compensation table of the Company’s latest proxy statement filed with the Securities and Exchange Commission:
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| Name | Stock Option | Restricted Stock |
David L. Brown President and Chief Executive Officer | 100,000 | 100,000 |
Jason T. Teichman Chief Operating Officer | 30,000 | 30,000 |
Kevin M. Carney Chief Financial Officer | 31,000 | 31,000 |
Roseann Duran Chief People Officer | 12,000 | 12,000 |
The grant of the restricted stock to each officer will be effective on February 11, 2014 provided such officer continues to be employed by the Company. Such grants are subject to four-year vesting periods.
The stock options will be granted on February 11, 2014, with an exercise price equal to the closing price of Web.com common stock on that date. The stock options entitle the holder of the stock options, following vesting of the stock option, to acquire the underlying number of shares by paying the exercise price for such shares. The stock options will terminate after 10 years, or earlier if the executive officer ceases to provide services to Web.com.
SIGNATURE
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.
Date: January 31, 2014 WEB.COM, GROUP, INC.
By: /s/ Matthew P. McClure
Matthew P. McClure
Secretary
