UNITED STATES

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

 

Date of Report (Date of earliest event reported): February 13, 2015

 


 

RIGHTSIDE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

 


 

 

 

 

 

 

Delaware

 

001-36262

 

32-0415537

(State or other jurisdiction

of incorporation)

 

(Commission File No.)

 

(I.R.S. Employer

Identification No.)

 

 

 

 

5808 Lake Washington Blvd. NE, Suite 300

Kirkland, Washington

 


98033

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (425) 298-2500

 

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:

 

 

 

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.

 

2014 Bonus Payments and Awards

 

On February 13, 2015, the Compensation Committee (the “Committee”) of the board of directors of Rightside Group, Ltd. (the “Company”) approved the payment of bonus compensation, which will be paid in a combination of cash award and equity bonus awards  to the named executive officers.  The bonus compensation was awarded based on the achievement of performance criteria under the Company’s annual bonus plan.  The restricted stock units granted to each individual vest in four substantially equal installments commencing on May 15, 2015 and on each three-month anniversary thereafter. 

 

 

 

 

 

Name and Principal Position

Cash

Restricted Stock Units (#)

Grant Date

Taryn J. Naidu
Chief Executive Officer

$46,500

13,280

February 13, 2015

Tracy Knox
Chief Financial Officer

$37,500

10,709

February 13, 2015

Wayne M. MacLaurin 

Chief Technology Officer

$18,600

5,312

February 13, 2015

Rick Danis

General Counsel

$15,000

4,283

February 13, 2015

 

Annual Equity Award Grants

 

The Committee, in consultation with the Company’s independent compensation consultant, Compensia, Inc., further approved annual equity award grants of restricted stock units to the named executive officers as listed below.  The restricted stock units vest in 16 substantially equal installments commencing on May 15, 2015 and on each three-month anniversary thereafter. 

 

 

 

 

Name and Principal Position

Restricted Stock Units (#)

Grant Date

Taryn J. Naidu
Chief Executive Officer

142,962

February 13, 2015

Tracy Knox
Chief Financial Officer

66,340

February 13, 2015

Wayne M. MacLaurin Chief Technology Officer

36,719

February 13, 2015

Rick Danis

General Counsel

36,719

February 13, 2015

 

2015 Annual Base Salary

 

In addition, the Committee also approved increases in annual base salaries for 2015 as follows:  Mr. Naidu’s annual base salary increased from $375,000 to $385,000;     Ms. Knox’s annual base salary increased from $310,000 to $323,000; Mr. MacLaurin’s annual base salary increased from $235,000 to $250,000; and Mr. Danis’ annual base salary increased from $235,000 to $242,000.  Each of these officers are entitled to cash bonuses up to a percentage of their respective base salaries.  The actual amount of such bonuses is tied to the achievement of corporate operating and financial goals.  The bonus percentages for 2015 for each of these officers remain unchanged from 2014

 

 


 

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.

 

 

 

 

 

Date: February 20, 2015

RIGHTSIDE GROUP, LTD.

 

 

 

 

 

By:

/s/ Taryn J. Naidu

 

 

Taryn J. Naidu

 

 

Chief Executive Officer