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): September 10, 2012
| VALASSIS COMMUNICATIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 1-10991 | 38-2760940 |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 19975 Victor Parkway, Livonia, MI | 48152 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (734) 591-3000 |
| Registrant’s Telephone Number, Including Area Code |
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:
¨ 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))
| Items to be Included in this Report |
Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2012, Patrick F. Brennan, a director of Valassis Communications, Inc. (the “Company”), notified the Company that he plans to retire from the Company’s Board of Directors (the “Board”) and all committees of the Board he serves on, effective September 30, 2012. Mr. Brennan has been a member of the Board since 1998 and is currently serving as Chairman of the Board’s Compensation/Stock Option Committee. The Board has approved a reduction in the size of the Board to nine members upon Mr. Brennan’s retirement.
SIGNATURE
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.
| VALASSIS COMMUNICATIONS, INC. | |
By: /s/ Todd Wiseley | |
| Date: September 14, 2012 | Name: Todd Wiseley |
| Title: General Counsel, Executive Vice President, Administration and Secretary | |