SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
January 29, 2014
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
30699 Russell Ranch Road, Suite 250, Westlake Village, California
(Address of principal executive offices)
Registrant's telephone number, including area code:
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:
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 29, 2014, ValueClick, Inc.'s Compensation Committee approved the 2014 Executive Incentive Compensation Plan for the executive officers listed below. If certain revenue, earnings and management objectives are met for the full fiscal year 2014, the target incentive compensation under the 2014 Executive Incentive Compensation Plan will be as listed below. The 2014 Executive Incentive Compensation Plan provides for a maximum payment of up to 165% of the target amount if actual achievement exceeds goals by certain predefined amounts.
President and Chief Executive Officer - $600,000
Chief Financial Officer - $250,000
Scott P. Barlow
Vice President, General Counsel and Secretary - $250,000
Chief Technology Officer - $250,000
Exhibit 99.1 summarizes the 2014 Executive Incentive Compensation Plan.
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.
January 31, 2014
/s/ John Pitstick
Name: John Pitstick
Title: Chief Financial Officer
2014 Executive Incentive Compensation Plan.