Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - HARRIS INTERACTIVE INC | l42352exv99w1.htm |
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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
April 6,
2011
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-27577 | 16-1538028 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 161 Sixth Avenue, New York, New York | 10013 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number Including Area Code: (212) 539-9600
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:
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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Section 5 — Corporate Governance and Management
| Item 5.02 | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 6, 2011, the Board of Directors (the “Board”) of Harris Interactive Inc. (the “Company”)
appointed Alan Gould as an independent director to fill an existing vacancy on the Board, pursuant
to Article III, Section 5 of the Bylaws of the Company. Mr. Gould was designated as a Class II
member of the Board and, accordingly, will hold office until the 2013 Annual Meeting of
Stockholders or his successor is duly appointed and qualified. Mr. Gould will serve on the Nominating and Governance Committee of the Board. He also will chair and serve on a newly established Product
Innovation Committee of the Board. Mr. Gould was recommended to
the Board by the Nominating and Governance Committee in accordance with the provisions of the
Nominating and Governance Committee Charter.
Mr. Gould, age 49, currently serves as an Executive in Residence at Greycroft Partners, a venture
capital fund focused on digital media. From May 2009 to November 2010, Mr. Gould served as CEO of
Advertiser Solutions, a business unit of The Nielsen Company that offers end-to-end marketing
solutions to advertisers. In 2000, he founded IAG Research, a provider of real time advertising
effectiveness measures of television programming viewed on TV, the Internet and mobile devices, and
served as its Co-CEO until its acquisition by Nielsen in May 2008. After the acquisition, IAG
Research was rebranded as Nielsen IAG and Mr. Gould continued in his position as Co-CEO until April
2009.
There are no arrangements or understandings between Mr. Gould and any other person pursuant to
which Mr. Gould was appointed as a director, and there are no transactions in which Mr. Gould has
an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Gould will be eligible to receive a pro-rated portion of
the annual compensation provided by the Company to all non-employee directors, consisting of a cash
retainer and a grant of restricted stock under the Company’s Long Term Incentive Plan.
A copy of the Company’s press release announcing Mr. Gould’s appointment to the Board is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press
Release issued by Harris Interactive Inc. on April 7, 2011.
Exhibit 99.1 is not “filed” pursuant to the Securities Exchange Act of 1934 and is not incorporated
by reference into any registrations under the Securities Act of 1933.
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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.
| HARRIS INTERACTIVE INC. (Registrant) |
||||
| By: | /s/ Marc H. Levin | |||
| Name: | Marc H. Levin | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
Dated:
April 7, 2011
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