TABLE OF CONTENTS
| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
| Item 8.01. Other Events. | |
| Item 9.01. Financial Statements and Exhibits. | |
| SIGNATURES | |
| Exhibit 99.1 | |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Charles L. Allen and John N. Rigsby as directors
On September 9, 2008, the board of directors (the “Board”) of Virgin Media Inc. (the “Company”) appointed each of Charles L. Allen and John N. Rigsby as directors of the Company and determined that they are independent for purposes of the NASDAQ listing rules. Messrs. Allen and Rigsby will serve on the Board in the classes noted below and have been named to the committees indicated below.
| | | Name | | Class | | Committee(s) | |
| | | | | | | | |
| | | Charles L. Allen | | Class III (expiring 2010) | | Compensation Committee | |
| | | John N. Rigsby | | Class I (expiring 2011) | | Business Operations and Technology Committee | |
On September 9, 2008, the Board granted to each of Messrs. Allen and Rigsby an option to purchase 32,192 shares of the Company’s common stock with a per share exercise price of $11.37 pursuant to the Virgin Media Inc. 2006 Stock Incentive Plan and in accordance with the Company’s compensatory arrangements for non-executive directors. These options will vest on March 16, 2009, the same date the options held by the existing non-executive directors will vest. These options are intended to compensate non-executive directors for their services to the Company, to encourage them to remain on the Board and to provide them with appropriate incentives to increase the value of the Company to its shareholders.
Messrs. Allen and Rigsby will otherwise be compensated as non-executive directors as described in the Company’s Form 8-K/A filed on July 8, 2008, which description is incorporated herein by reference.
On September 10, 2008, the Company issued a press release announcing the appointment of Messrs. Allen and Rigsby as directors of the Company. The press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 8.01. Other Events.
Reconstitution of the Audit Committee and Compensation Committee
On September 9, 2008, the Board reconstituted the membership of the Audit Committee and Compensation Committee of the Board in light of the recent appointments of several new Board members. The new composition of the two committees is indicated below.
| Audit Committee | | Compensation Committee |
| | | |
| George Zoffinger, Chairman | | Charles L. Allen, Chairman |
| Edwin M. Banks | | Edwin M. Banks |
| Jeffrey D. Benjamin | | Andrew Cole |
| James A. Chiddix | | Steve Simmons |
Establishment of Business Operations and Technology Committee
On September 9, 2008, the Board established a new standing committee of the Board to be called the Business Operations and Technology Committee. The new committee will assist the Board to provide oversight of management’s activities in the areas of business operations and technology and innovation. The Board elected James Chiddix as chairman and John N. Rigsby and Steve Simmons as additional members of the committee.
Classification of Board
The Company’s Form 8-K/A filed on July 8, 2008 contained an error as to the classes to which two of the Company’s directors, Andrew Cole and Steve Simmons, have been assigned. The present classification of the Board is as follows:
| | Class I (expiring 2011) | | Class II (expiring 2009) | | Class III (expiring 2010) | |
| | | | | | | |
| | James A. Chiddix | | Edwin M. Banks | �� | Charles L. Allen | |
| | William R. Huff | | Neil A. Berkett | | Jeffrey D. Benjamin | |
| | James F. Mooney, chairman | | Steve Simmons | | Andrew Cole | |
| | John N. Rigsby | | George R. Zoffinger | | Gordon D. McCallum | |
Compensation of Chairman of Audit Committee and Compensation Committee
On September 9, 2008, the Board voted to increase the fixed portion of the compensation of the Audit Committee chairman and Compensation Committee chairman to $25,000 per annum.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated September 10, 2008, issued by Virgin Media Inc.
