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): March 4, 2010
Orbitz Worldwide, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-33599 | | 20-5337455 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
| 500 W. Madison Street, Suite 1000, Chicago, Illinois | | 60661 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(312) 894-5000
(Registrant’s Telephone Number, Including Area Code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective March 4, 2010, Martin J. Brand and Bradley T. Gerstner were appointed to the Board of Directors (the “Board”) of Orbitz Worldwide, Inc. (the “Company”). Mr. Brand was appointed a Class II director and will serve for the term expiring at the 2012 Annual Meeting of Shareholders. Mr. Gerstner was appointed a Class I director and will serve for the term expiring at the 2011 Annual Meeting of Shareholders. Both were appointed to fill the newly-created memberships on the Board as required under the terms of the Shareholders’ Agreement, dated as of November 4, 2009, among the Company, PAR Investment Partners, L.P. and Travelport Limited.
There are no related party transactions with either Mr. Brand or Mr. Gerstner required to be disclosed under Item 404(a) of Regulation S-K.
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| Item 9.01 | | Financial Statements and Exhibits. |
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| Exhibit No. | | |
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| 99.1 | | Press Release dated March 4, 2010. |
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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.
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March 10, 2010 | ORBITZ WORLDWIDE, INC.
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| | By: | /s/ James P. Shaughnessy | |
| | | Name: | James P. Shaughnessy | |
| | | Title: | Senior Vice President and General Counsel | |
| |
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EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 99.1 | | Press Release dated March 4, 2010. |
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