UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 1, 2012
 
INTERSECTIONS INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)

 
000-50580
(Commission File Number)
 
54-1956515
(IRS Employer
Identification No.)
 
3901 Stonecroft Boulevard
Chantilly, Virginia 20151
(Address of Principal Executive Offices) (Zip Code)
 
(703) 488-6100
(Registrant’s Telephone Number, Including Area Code)
 
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))

 

 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 1, 2012, the Board of Directors, following the recommendation of the Compensation Committee, approved a variety of actions under the 2009 Senior Management Compensation Plan (the “Plan”) relating to the compensation of certain officers for 2012.  Consistent with the terms of the Plan, the Board of Directors established the initial Value Pool Amount for 2012 for the participants and exercised its discretion to set the allocation among cash compensation and RSUs.  

The following table sets forth the awards made under the Plan to the Company’s principal executive officer and the other named executive officers:
 
Name
 
2012 Value
Pool Amount
   
Cash
Compensation(1)
   
RSU Value
 
                   
Michael Stanfield
Chairman and CEO
  $ 2,210,000     $ 884,000     $ 1,326,000  
                         
Neal Dittersdorf
Executive Vice President and Chief Legal Officer
  $ 950,000     $ 522,500     $ 427,500  
                         
John Scanlon
Executive Vice President and Chief Financial Officer
  $ 950,000     $ 522,500     $ 427,500  
                         
__________________
(1) There are no increases in base salary in 2012 for any of the above officers. The cash compensation for 2012 set forth in the table above includes an incremental payment under the Plan for the following officers in the following amounts: Mr. Stanfield — $464,000, Mr. Dittersdorf — $228,500, and Mr. Scanlon — $228,500. These incremental payments will be paid in equal periodic installments over the year, and are not intended to be a salary increase for the participants.
 
In addition, the Compensation Committee approved the grants of RSUs to the named executive officers and the other participants under the Plan.  The Compensation Committee determined for purposes of the RSUs approved under the Plan that the appropriate discount factor to the market price of the common stock at the time of grant was a 60% discount to the closing price of the common stock on February 1, 2012, or an effective price of $7.49 per share.  All of the RSUs vest in four equal annual installments beginning on the first anniversary of the date of grant.
 
The following table summarizes the RSUs granted to the Company’s named executive officers under the Plan:
 
 
Name
RSUs
 
       
 
Michael Stanfield
177,083
 
       
 
Neal Dittersdorf
  57,091
 
       
 
John Scanlon
  57,091
 
 
 
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.
 
Dated:  February 3, 2012

 
INTERSECTIONS INC.
   
   
 
By:
/s/ Neal Dittersdorf
   
Name:
Neal Dittersdorf
   
Title:
Executive Vice President