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):
June
30, 2009
Move,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-26659
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95-4438337
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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30700 Russell Ranch Road
Westlake Village, California 91362
(Address
of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
(805) 557-2300
(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))
TABLE OF CONTENTS
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
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Item 9.01
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Financial Statements and Exhibits
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SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On June 30, 2009, Move, Inc. (the “Company”) entered into an employment
offer letter with Robert J. Krolik to serve as the Chief Financial
Officer of the Company. Mr. Krolik will succeed Lewis R. Belote, III
effective as of July 20, 2009 and will serve as the Company’s principal
financial officer and principal accounting officer.
Mr. Krolik is 40 years old, and has served as Vice President, Finance of
eBay Marketplace, an online marketplace, since February 2008. Mr.
Krolik served as International Chief Financial Officer and Operations
Vice President of eBay from January 2007 to February 2008. Mr. Krolik
served as Vice President and Chief Financial Officer of Shopping.com,
Inc., an online shopping comparison site which was acquired by eBay,
from 2005 to 2007, and served as Vice President, Finance, of
Shopping.com from 2004 to 2005. Prior to joining Shopping.com, in
2004, Mr. Krolik served as Chief Financial Officer of DigitalThink,
Inc., an e-learning company that was acquired by Convergys Corporation,
from 2002 to 2004.
Mr. Krolik will have an annual base salary of $325,000 and will be
eligible to earn an annual performance bonus equal to 50% of his annual
salary if he achieves certain pre-established performance goals at
target levels, with the ability to earn up to 100% of his annual salary
for outstanding performance in excess of target levels. For 2009, the
amount of any bonus earned will be prorated based on the portion of the
year remaining as of Mr. Krolik’s start date, July 20, 2009.
On his start date, Mr. Krolik will be granted 750,000 stock options with
an option exercise price equal to the closing price of the Company’s
common stock on his start date and a term of 10 years from the date of
grant. The stock options will vest quarterly from the grant date over a
forty-eight month period, subject to his continued employment on each
vesting date.
On his start date, Mr. Krolik will be granted 150,000 restricted shares
of the Company’s common stock with the following vesting schedule:
50,000 shares will vest on the first anniversary of his start date,
50,000 shares will vest on the second anniversary of his start date, and
50,000 shares will vest on the third anniversary of his start date, in
each case subject to his continued employment on such anniversary.
Mr. Krolik will also be awarded 225,000 performance-based restricted
stock units. Under the terms of the award, he may earn such units of the
Company’s common stock based on the attainment of certain performance
goals relating to the Company’s revenues and EBITDA as follows: (i)
75,000 units for the fiscal year ending December 31, 2010, (ii) 75,000
units for the fiscal year ending December 31, 2011, and (iii) 75,000
units for the fiscal year ending December 31, 2012.
In addition, Mr. Krolik entered into an Executive Retention and
Severance Agreement (the “Severance Agreement”) with the Company. The
Severance Agreement provides for additional benefits in the
circumstances described below. In the event of Mr. Krolik’s Termination
Upon Change of Control (as defined in the Severance Agreement), he shall
receive all salary and benefits earned through the end of the transition
period (or the termination date if no transition period is requested by
the Company) and, upon releasing claims against the Company and
providing any transition services requested, he shall receive (i) a lump
sum payment equal to 12 months of his then current annual base salary
and (ii) 50% of the target bonus that would otherwise be payable for the
fiscal year in which his termination occurs (whether or not he has
satisfied the applicable performance objectives), payable in a lump sum
(the “Minimum Bonus Payment”) and, if his termination date occurs in the
second half of a fiscal year and all financial performance criteria in
his bonus plan are satisfied for the full year in which his termination
date occurs, a lump sum payment of an additional amount equal to (i) a
pro rata portion of his target bonus prorated based on the number of
days he is employed during that year, less (ii) the Minimum Bonus
Payment. In addition, immediately prior to the effective date of a
change of control, 100% of all outstanding stock options and restricted
stock granted by the Company to Mr. Krolik as described above, shall
vest and all of the outstanding options shall remain exercisable for a
period of one year following a transition period or one year following
termination if the Company does not request a transition
period. Finally, the Company will pay all of the COBRA premiums for the
same or reasonably similar medical coverage that Mr. Krolik and his
dependents had on the date of termination, for a period not to exceed
the earlier of one year or until he becomes eligible for coverage at a
new employer.
In the event of Mr. Krolik’s Termination in Absence of Change of Control
(as defined in the Severance Agreement), he shall receive all of the
payments and benefits described above that he would receive in
connection with a Termination Upon Change of Control, except that his
restricted stock will not become vested.
In addition, the Company entered into an Indemnification Agreement with
Mr. Krolik. The Indemnification Agreement is the same agreement that the
Company has entered into with its other executive officers, the form of
which has previously been filed as Exhibit 10.25 to Move’s Annual Report
on Form 10-K for the year ended December 31, 2003. The Indemnification
Agreement will provide that Move will indemnify and hold harmless
Mr. Krolik if he is made a party to or is otherwise involved in certain
legal proceedings as a result of actions related to his service as an
agent of Move, subject to the terms and conditions set forth in the
agreement. The Indemnification Agreement will require Move to advance
the expenses incurred by Mr. Krolik in defending against any such
proceeding, subject to certain exceptions set forth in the agreement.
The rights of Mr. Krolik under the Indemnification Agreement will not be
exclusive and are in addition to his rights under Move’s Restated
Certificate of Incorporation and Bylaws, other agreements or otherwise.
Move, Inc. issued a press release on July 7, 2009 announcing the
appointment of Mr. Krolik as its new Chief Executive Officer. The press
release is filed as Exhibit 99.1 and is incorporated by reference into
this report. The Company’s offer letter to Mr. Krolik, and his Executive
Retention and Severance Agreement are also attached as Exhibits 99.2 and
99.3, respectively, and are incorporated by reference into this report.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release dated July 7, 2009 announcing Appointment of Robert J.
Krolik as the new Chief Financial Officer of Move, Inc.
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99.2
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Move, Inc. Offer Letter to Robert J. Krolik.
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99.3
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Executive Retention and Severance Agreement between Robert J. Krolik
and the Company.
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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.
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MOVE, INC.
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Date: July 7, 2009
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By:
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/s/ James S. Caulfield
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James S. Caulfield
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Executive Vice President, General Counsel
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and Secretary
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press Release dated July 7, 2009 announcing Appointment of Robert
J. Krolik as the new Chief Financial Officer of Move, Inc.
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99.2
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Move, Inc. Offer Letter to Robert J. Krolik.
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99.3
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Executive Retention and Severance Agreement between Robert J.
Krolik and the Company.
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