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): August 21, 2009
ZIPREALTY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51002 | 94-3319956 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2000 Powell Street, Suite 300
Emeryville, CA 94608
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (510) 735-2600
Not Applicable
(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 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 August 21, 2009, the Compensation Committee of the Board of Directors of ZipRealty, Inc. (the “Company”) approved the payment of mid-year performance bonuses under the Company’s Management Incentive Plan for 2009 (the “MIP”) in connection with the Company’s achievement of the minimum revenue target under the MIP for the six-month period ended June 30, 2009. The mid-year equity bonuses for the Company’s named executive officers are as follows:
Joseph Patrick Lashinsky, Chief Executive Officer and President, 17,864 shares;
Charles C. Baker, Executive Vice President and Chief Financial Officer, 8,836 shares;
William C. Sinclair, Executive Vice President, Operations and Business Development, 4,201 shares;
Genevieve C. Combes, Senior Vice President, Technology and Operational Strategy, 3,764 shares;
Robert J. Yakominich, Senior Vice President, Sales, 4,143 shares; and
David A. Rector, Senior Vice President and Chief Accounting Officer, 4,737 shares.
Each of the foregoing stock awards was made pursuant to the terms of a Restricted Stock Award Agreement (the “Agreement”) between the Company and the named executive officer that is governed by the Company’s 2004 Equity Incentive Plan. With respect to each Agreement, one-half ( 1/2) of the subject shares will vest on January 1, 2010, and the remaining one-half ( 1/2) of the subject shares will vest on July 1, 2010, in each case as long as the executive remains employed by or in a service relationship with the Company on such dates, and subject to any other vesting rights under separate change-of-control agreements between the Company and such executive. Vested shares are subject to mandatory holding periods pursuant to the terms of the Company’s Corporate Governance Guidelines. The foregoing summary is subject in its entirety to the provisions of each Agreement, the form of which is filed as an exhibit to this report.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished with this report on Form 8-K:
10.1 | Form of Restricted Stock Award Agreement, dated as of August 21, 2009 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZIPREALTY, INC. | ||||||||
a Delaware corporation | ||||||||
Dated: August 26, 2009 | By: | /s/ Larry S. Bercovich | ||||||
Larry S. Bercovich | ||||||||
Vice President and General Counsel |
INDEX TO EXHIBITS
Exhibit | Description | |
10.1 | Form of Restricted Stock Award Agreement, dated as of August 21, 2009 |