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): February 13, 2015
RIGHTSIDE GROUP, LTD.
(Exact name of Registrant as specified in its charter)
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Delaware | | 001-36262 | | 32-0415537 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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5808 Lake Washington Blvd. NE, Suite 300 Kirkland, Washington | |
98033
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(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (425) 298-2500
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:
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◻ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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◻ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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◻ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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◻ | 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.
2014 Bonus Payments and Awards
On February 13, 2015, the Compensation Committee (the “Committee”) of the board of directors of Rightside Group, Ltd. (the “Company”) approved the payment of bonus compensation, which will be paid in a combination of cash award and equity bonus awards to the named executive officers. The bonus compensation was awarded based on the achievement of performance criteria under the Company’s annual bonus plan. The restricted stock units granted to each individual vest in four substantially equal installments commencing on May 15, 2015 and on each three-month anniversary thereafter.
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Name and Principal Position | Cash | Restricted Stock Units (#) | Grant Date |
Taryn J. Naidu
Chief Executive Officer | $46,500 | 13,280 | February 13, 2015 |
Tracy Knox
Chief Financial Officer | $37,500 | 10,709 | February 13, 2015 |
Wayne M. MacLaurin Chief Technology Officer | $18,600 | 5,312 | February 13, 2015 |
Rick Danis General Counsel | $15,000 | 4,283 | February 13, 2015 |
Annual Equity Award Grants
The Committee, in consultation with the Company’s independent compensation consultant, Compensia, Inc., further approved annual equity award grants of restricted stock units to the named executive officers as listed below. The restricted stock units vest in 16 substantially equal installments commencing on May 15, 2015 and on each three-month anniversary thereafter.
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Name and Principal Position | Restricted Stock Units (#) | Grant Date |
Taryn J. Naidu
Chief Executive Officer | 142,962 | February 13, 2015 |
Tracy Knox
Chief Financial Officer | 66,340 | February 13, 2015 |
Wayne M. MacLaurin Chief Technology Officer | 36,719 | February 13, 2015 |
Rick Danis General Counsel | 36,719 | February 13, 2015 |
2015 Annual Base Salary
In addition, the Committee also approved increases in annual base salaries for 2015 as follows: Mr. Naidu’s annual base salary increased from $375,000 to $385,000; Ms. Knox’s annual base salary increased from $310,000 to $323,000; Mr. MacLaurin’s annual base salary increased from $235,000 to $250,000; and Mr. Danis’ annual base salary increased from $235,000 to $242,000. Each of these officers are entitled to cash bonuses up to a percentage of their respective base salaries. The actual amount of such bonuses is tied to the achievement of corporate operating and financial goals. The bonus percentages for 2015 for each of these officers remain unchanged from 2014.
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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Date: February 20, 2015 | RIGHTSIDE GROUP, LTD. |
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| By: | /s/ Taryn J. Naidu |
| | Taryn J. Naidu |
| | Chief Executive Officer |
