UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 20, 2013
AsiaInfo-Linkage, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-15713 | | 752506390 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
4th Floor, Zhongdian Information Tower, 6 Zhongguancun South Street
Haidian District, Beijing 100086, China
(Address of principal executive offices)
+8610 8216 6688
Registrant’s telephone number, including area code
N/A
(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):
| ¨ | 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 communication 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. |
On March 20, 2013, the Compensation Committee of the Board of Directors of AsiaInfo-Linkage, Inc. (the “Company”) approved payout amounts to the Company’s Chief Executive Officer (the “CEO”) under the Company’s Employee Incentive Program for fiscal year 2012 (the “2012 EIP”). Details on how payments were calculated under the 2012 EIP for the CEO are set forth in the Company’s definitive proxy statement related to the Annual Stockholders Meeting to be held on April 25, 2013, as filed with the Securities and Exchange Commission on February 28, 2013 (the “Proxy Statement”). As of the filing of the Proxy Statement, the payment amounts under the 2012 EIP were not determined and were omitted from the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table beginning on page 24 of the Proxy Statement. An updated Summary Compensation Table reflecting the total non-equity incentive compensation earned by the CEO during fiscal year 2012 is set forth below. Non-equity incentive compensation earned by the other named executive officers is not yet available as of the date of this Report and will be included once it becomes available.
Summary Compensation Table
The following table sets forth information concerning the compensation earned for services rendered to us by each of our named executive officers for the fiscal years ended December 31, 2010, 2011 and 2012, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | Salary
($)(1) (2) | | | Stock
Awards
($)(1) (3) | | | Option
Awards
($)(1) (3) | | | Non-Equity
Incentive Plan
Compensation
($)(1) (4) | | | All Other
Compensation
($)(1) (5) | | | Total ($)(1) (6) | |
Steve Zhang,
President and Chief Executive Officer | | 2012
2011 2010 | |
| 342,058
341,222 267,933 |
| |
| —
— — |
| |
| —
6,547,500 — |
| |
| 316,717
322,914 908,706 |
| |
| 183,539
156,168 149,238 | (7)
| |
| 842,314
7,367,804 1,325,877 |
|
| | | | | | | |
Jun (Michael) Wu,
Executive Vice President and Chief Financial Officer(8) | | 2012
2011 2010 | |
| 208,734
208,224 74,516 |
| |
| —
— 1,031,500 |
| |
| —
960,300 — |
| |
| —
197,042 82,854 |
| |
| 52,490
51,391 48,192 | (9)
| |
| 261,224
1,416,957 1,237,062 |
|
| | | | | | | |
Yadong Jin,
Executive Vice President, Chief Technology Officer and General Manager of Marketing | | 2012
2011 2010 | |
| 149,697
111,095 105,176 |
| |
| —
— 497,000 |
| |
| —
960,300 — |
| |
| —
205,336 198,283 |
| |
| 20,671
19,792 17,197 |
| |
| 170,368
1,296,523 817,656 |
|
| | | | | | | |
Guoxiang Liu,
Executive Vice President(10) | | 2012
2011 2010 | |
| 153,257
158,254 78,322 |
| |
| —
— — |
| |
| —
960,300 — |
| |
| —
122,065 325,522 |
| |
| 10,582
9,353 3,870 |
| |
| 163,839
1,249,972 407,714 |
|
| | | | | | | |
Libin Sun,
Executive Co-Chairman(11) | | 2012
2011 2010 | |
| 114,549
114,269 54,545 |
| |
| —
— — |
| |
| —
— — |
| |
| —
121,411 75,758 |
| |
| 10,582
9,232 3,870 |
| |
| 125,131
244,912 134,173 |
|
| (1) | All cash compensation payments are RMB denominated and have been converted to the U.S. dollar at the exchange rate of US$1.00=RMB6.6000 for 2010, US$1.00=RMB6.3009 for 2011, and US$1.00=RMB6.2855 for 2012, the exchange rates quoted by the Federal Reserve Bank of New York as of the last working day of 2010 and as quoted by the Bank of China as of December 30, 2011 and December 31, 2012, respectively. Any year-to-year increases in compensation may be fully or partially attributed to the appreciation of the RMB against the U.S. dollar. |
| (2) | Represents the dollar value of base salary earned during the fiscal years covered. |
| (3) | Represents the dollar amounts of the aggregate grant date fair value computed in accordance with ASC Topic 718. See the notes to our financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 for a discussion of all assumptions made by us in determining the ASC Topic 718 values of our equity awards. |
| (4) | Represents the dollar value of all earnings for services performed during 2010 and 2011 pursuant to awards under non-equity incentive plans, which are based on certain performance criteria. We expect the non-equity incentive plan compensation earned in 2012 to be calculated in March 2013 and paid in April 2013. |
| (5) | Includes our contributions for social welfare, Pension Plan, life insurance, health insurance benefits, housing allowance, home visit allowance, children’s education expenses and meal allowances, perquisites and other personal benefits. |
| (6) | Represents the sum of all compensation reflected in the preceding columns. |
| (7) | Includes $56,922 for housing allowance and $74,059 for children’s education expenses. |
| (8) | Mr. Jun (Michael) Wu has served as our Executive Vice President and CFO since August 2010. |
| (9) | Includes $3,182 for housing allowance and $20,683 for children’s education expenses. |
| (10) | Mr. Guoxiang Liu has served as our Executive Vice President since July 2010. |
| (11) | Mr. Libin Sun has served as our Executive Co-Chairman since July 2010. |
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.
| | | | | | |
| | | | AsiaInfo-Linkage, Inc. |
| | | |
| Date: March 25, 2013 | | | | | | /S/ Jun Wu |
| | | | Name: | | Jun Wu |
| | | | Title: | | Executive Vice President and Chief Financial Officer |
