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 30, 2013
Web.com Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-51595 | | 94-3327894 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 12808 Gran Bay Parkway West, Jacksonville, FL | | 32258 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (904) 680-6600
(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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | 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) Compensatory Arrangements of Certain Officers
Payment of 2012 Bonuses for Named Executive Officers
On January 30, 2013, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Web.com Group, Inc. (the “Company”) approved cash bonus payments for 2012 to be paid to the Company’s named executive officers(as defined in Item 402(a)(3) of Regulation S-K). The payments were based on the Compensation Committee’s evaluation of certain individual and corporate performance objectives achieved during fiscal 2012. The 2012 bonus payments will be paid as soon as practical, and are set forth on Exhibit 10.1 to this Current Report on Form 8-K, which Exhibit is incorporated by this reference herein.
Establishment of 2013 Target Bonuses for Named Executive Officers
On January 30, 2013, the Compensation Committee established the target bonuses for the Company’s named executive officers for 2013, expressed as a percentage of the annual base salary for each named executive officer. Bonuses will be earned based on the achievement of certain levels of non-GAAP earnings and revenue (the “Financial Performance Indicators”) and may be paid in a mixture of cash and stock awards at the discretion of the Compensation Committee. The amount of a bonus for a named executive officer that will ultimately be paid for performance in 2013 will be based on the Compensation Committee’s evaluation, in its sole discretion, of the Company’s Financial Performance Indicators, other factors the Compensation Committee deems relevant and that named executive officer’s performance in 2013. The target bonuses for the named executive officers for 2013, expressed as a percentage of each named executive officer’s annual base salary, are set forth on Exhibit 10.1 to this Current Report on Form 8-K.
Equity Grants to Named Executive Officers
On January 30, 2013, the Compensation Committee approved the grant of restricted stock awards and stock options under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) to the Company’s named executive officers. The equity grants are set forth on Exhibit 10.1 to this Current Report on Form 8-K.
Special Bonus Equity Grants to Named Executive Officers
On January 30, 2013, the Compensation Committee approved the grant of restricted stock awards under the Company’s 2008 Equity Incentive Plan (the “2008 Plan”) to the Company’s named executive officers to recognize the particular efforts by such officers in connection with the Company’s integration of the Network Solutions business that was acquired in 2011. The equity grants are set forth on Exhibit 10.1 to this Current Report on Form 8-K.
Discretionary Contribution to the Web.com Group, Inc. Supplemental Executive Retirement Plan (“SERP”)
On January 30, 2013, the Compensation Committee approved a discretionary contribution to the SERP. The SERP is designed to provide a select group of management or highly compensated employees of the Company, who contribute significantly to the future business success of the Company, with supplemental retirement income benefits through discretionary Company contributions. The discretionary contributions made to the SERP for each named executive officer are set forth on Exhibit 10.1 to this Current Report on Form 8-K.
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.
| | Web.com Group, Inc. | |
| | | | |
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| Date:February 1, 2012 | | | |
| | By: | /s/ Matthew P. McClure | |
| | | Matthew P. McClure, Secretary | |
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INDEX OF EXHIBITS
| Exhibit | | |
| No. | | Description |
| 10.1 | | Compensation Information for Named Executive Officers+ |
| + | Indicates management contract or compensatory plan. |
