Attached files
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EX-10.1 - EX-10.1 - Orbitz Worldwide, Inc. | c64949exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 31, 2011
ORBITZ WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
1-33599 | 20-5337455 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
500 W. Madison Street, Suite 1000, Chicago, Illinois | 60661 | |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 894-5000
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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):
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))
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Principal Accounting Officer
Effective May 31, 2011, Orbitz Worldwide, Inc. (the Company) appointed Thomas L. Kram as the
Companys Group Vice President, Chief Accounting Officer.
Prior to joining the Company, Mr. Kram, age 52, served in a variety of roles at Chicago
Newspaper Liquidation Corp., formerly known as Sun-Times Media Group, Inc., a former newspaper
publisher, from 2004 to 2011. Mr. Kram was elected Chief Executive Officer, President and
Treasurer in October 2009 and served as Chief Financial Officer from March 2009 to October 2009.
From 2004 to 2009, he was the Corporate Controller and, in addition, served as Chief Accounting
Officer from 2006 to 2009. Mr. Kram was formerly Vice President, Controller from 1997 to 2003 of
Budget Group, Inc., a holding company that, through subsidiary companies and their franchisees,
operated Budget Rent a Car Corporation and Ryder TRS, a truck rental company.
In connection with Mr. Krams appointment, the Company and Mr. Kram entered into an offer
letter effective May 31, 2011 (the Letter Agreement) that sets forth the terms and conditions of
Mr. Krams employment. Under the Letter Agreement, Mr. Kram will receive an annual base salary of
$225,000 and a new-hire equity grant of 25,000 restricted stock units under the Orbitz Worldwide,
Inc. 2007 Equity and Incentive Plan, as amended and restated (the Equity and Incentive Plan),
subject to approval by the Compensation Committee (the Compensation Committee) of the Companys
Board of Directors. Mr. Kram will be eligible for an annual bonus that has a target payment of 40%
of his eligible earnings, subject to the terms and conditions of the Companys bonus plan and
further subject to the satisfaction of any performance goals, criteria or targets as may be
established by the Compensation Committee. Either party may terminate Mr. Krams employment at any
time, with or without cause.
In connection with Mr. Krams appointment, on June 1, 2011, the Compensation Committee
approved a sign-on equity award consisting of 25,000 restricted stock units, referenced in the
previous paragraph, under the Equity and Incentive Plan. The restricted stock units shall vest
annually over a four-year period and will be subject to the terms and conditions of the agreement
evidencing the equity award.
Amendment to 2007 Equity and Incentive Plan
At the Companys Annual Meeting of Shareholders held on June 1, 2011 (the Annual Meeting),
the Companys shareholders, upon recommendation of the Board of Directors, approved an amendment to
the Equity and Incentive Plan to increase the number of shares reserved for issuance under the
Equity and Incentive Plan by 3,000,000 shares.
A brief summary of the Equity and Incentive Plan was included as part of Proposal 2 in the
Companys definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on April 19, 2011. The foregoing description is qualified in its entirety
by reference to the Equity and Incentive Plan, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders on June 1, 2011. As of April 6, 2011, the
Companys record date for the Annual Meeting, there were a total of 102,434,842 shares of common
stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 94,881,936
shares of common stock were represented in person or by proxy and, therefore, a quorum was present.
The Companys shareholders voted on five proposals and cast their votes as follows:
Proposal 1: To elect four director nominees to the Companys Board of Directors to serve for
terms of three years:
Broker | ||||||||||||
Director | For | Withhold | Non-Votes | |||||||||
Mark S. Britton |
90,995,566 | 197,719 | N/A | |||||||||
Bradley T. Gerstner |
90,995,656 | 197,629 | N/A | |||||||||
Kristina M. Leslie |
91,001,209 | 192,076 | N/A | |||||||||
Jaynie Miller Studenmund |
73,344,996 | 16,848,289 | N/A |
Based on the votes set forth above, the director nominees were duly elected.
Proposal 2: To approve an amendment to the Equity and Incentive Plan to increase the number of
shares reserved for issuance under the Equity and Incentive Plan by 3,000,000 shares:
For | Against | Abstain | Broker Non-Votes | |||
83,324,856
|
7,854,779 | 13,650 | 3,688,651 |
Based on the votes set forth above, the amendment to the Equity and Incentive Plan was
approved.
Proposal 3: To approve, on an advisory basis, the compensation of the Companys named
executive officers:
For | Against | Abstain | Broker Non-Votes | |||
87,727,461 | 3,451,624 | 14,200 | 3,688,651 |
Based on the votes set forth above, the compensation of the Companys named executive officers
was approved.
Proposal 4: To approve, on an advisory basis, the frequency for an advisory vote on the
compensation of the Companys named executive officers:
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
33,117,015 | 30,149 | 58,040,311 | 5,810 | 3,688,651 |
Based on the votes set forth above, the shareholders selected holding an advisory vote on the
compensation of the Companys named executive officers every three years.
In accordance with the shareholders recommendation, the Company has determined that an
advisory vote on the compensation of the named executive officers of the Company will be conducted
every three years, until the next shareholder advisory vote on the frequency of the advisory vote
on the compensation of the named executive officers of the Company.
Proposal 5: To ratify the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2011:
For | Against | Abstain | Broker Non-Votes | |||
88,361,567 | 273,735 | 6,245,634 | 1,000 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2011 was duly
ratified.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1
|
Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated, effective June 1, 2011. |
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.
ORBITZ WORLDWIDE, INC. |
||||
Dated: June 6, 2011 | By: | /s/ James P. Shaughnessy | ||
Name: | James P. Shaughnessy | |||
Title: | Senior Vice President, Chief Administrative Officer and General Counsel |
EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated, effective June 1, 2011. |