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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of
1934
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Date
of report (Date of earliest event reported)
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February
23, 2010
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PRIMEDIA
Inc.
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(Exact
Name of Registrant as Specified in Charter)
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3585
Engineering Drive, Norcross,
Georgia 30092
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(Address
of Principal Executive Offices)
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Delaware
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1-11106
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13-3647573
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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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Registrant’s
telephone number, including area code
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678-421-3000
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(Former
Name or Former Address, if Changed Since Last Report)
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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):
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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(e)
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Departure
of Directors or Certain Officer; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
February 23, 2010, the Compensation Committee (the “Committee”) of the Board of
Directors of PRIMEDIA Inc. (the “Company”) approved supplemental grants under
the Company’s 1992 Stock Purchase and Option Plan, as amended (the “Plan”), of
performance-based restricted stock for the 2010 calendar year of the 2008–2010
Long-Term Incentive Plan to participants in such plan, including the following
named executive officers of the Company: Dean Nelson (17,120 target shares),
Charles Stubbs (37,638 target shares), Kim Payne (11,420 target shares), Arlene
Mayfield (8,560 target shares), Jameson Clymer (4,280) and Keith Belknap (3,424
target shares). For each of these officers, the extent to which these restricted
stock awards vest, if at all, is contingent upon the extent to which the Company
achieves the applicable target EBITDA (as defined under the Company’s Executive
Incentive Compensation Plan, an annual, performance-based cash incentive
program) for the 2010 calendar year:
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·
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If
the Company’s actual EBITDA for 2010 does not meet or exceed 90% of the
target EBITDA for such year, then these restricted stock awards are
forfeited.
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·
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If
the Company’s actual EBITDA for 2010 is at least 90% of the target EBITDA
for such year but is less than 100% of the target EBITDA for such year,
then the shares of restricted stock will vest with respect to the target
number of shares multiplied by the percentage that equals the sum of (i)
50% plus (ii) the product of that percentage determined by dividing the
amount of EBITDA that exceeds 90% of targeted EBITDA by 10% of targeted
EBITDA for the year multiplied by
50%.
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·
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If
the Company’s actual EBITDA for 2010 meets or exceeds 100% of the target
EBITDA for such year, then 100% of these restricted stock awards will
vest.
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Also on
February 23, 2010, the Committee approved an additional grant of 138,500 shares
of restricted stock under the Plan to Mr. Stubbs. This grant vests as
to 100% of the shares of restricted stock on December 31, 2013, so long as Mr.
Stubbs remains employed by the Company through such date, or earlier upon the
termination of Mr. Stubbs’ employment due to his death or Disability or for Good
Reason by Mr. Stubbs (as such terms are defined in the Employment Agreement
between the Company and Mr. Stubbs (the “Employment Agreement”), a copy of which
was previously filed with the Securities and Exchange Commission as Exhibit 99.2
to the Company’s Form 8-K dated April 21, 2008). The Committee also granted
special cash awards to certain employees, including the following named
executive officers of the Company: Dean Nelson ($60,060), Charles Stubbs
($132,045), Kim Payne ($15,015), Arlene Mayfield ($30,030), Jameson Clymer
($15,015) and Keith Belknap ($12,012).
Also on
February 23, 2010, the Committee approved special grants of restricted stock
under the Plan to certain employees, including the following named executive
officers of the Company: Dean Nelson (33,000 restricted shares),
Charles Stubbs (72,552 restricted shares), Kim Payne (8,250 restricted shares),
Arlene Mayfield (16,500 restricted shares), Jameson Clymer (8,250) and Keith
Belknap (6,600 restricted shares). For each of these officers, the restricted
stock awards vest with respect to one-half of the shares of Common Stock
underlying the award on each of March 31, 2010 and March 31, 2011, so long as
the officer remains employed by the Company through such date, subject to
earlier vesting upon termination of employment due to death or
disability. In the case of the restricted stock award to Mr. Stubbs,
the award is also subject to earlier vesting upon termination of Mr. Stubbs’
employment for Good Reason by Mr. Stubbs (as such term is defined in the
Employment Agreement).
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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PRIMEDIA
INC.
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Dated:
February 26, 2010
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By:
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/s/
KEITH L. BELKNAP
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Name:
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Keith
L. Belknap
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Title:
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Senior
Vice President, General Counsel
and
Secretary
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