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 8, 2016
WEB.COM GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 94-3327894 |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
Commission file number:
000-51595
(Address of principal executive offices and zip code)
12808 Gran Bay Parkway West
Jacksonville, FL 32258
Registrant's telephone number, including area code:
(904) 680-6600
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):
[ ] 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Cash Compensation
On February 8, 2016, the Compensation Committee of the Board of Directors of Web.com Group, Inc. (the “Company” or “Web.com”) approved, the following: (1) cash bonuses for performance in 2015 for the executive officers of the Company appearing in the summary compensation table of the Company’s 2015 proxy statement (the “Named Executive Officers”); (2) base salaries for 2016 for the Named Executive Officers; and (3) target bonuses as a percentage of salary for 2016 performance for the Named Executive Officers, as follows:
Name | 2015 Cash Bonus | 2016 Base Salary | 2016 Target Bonus(1) |
David L. Brown President and Chief Executive Officer | $532,000 | $560,000 | 100% |
Jason T. Teichman Chief Operating Officer | $151,200 | $360,000 | 50% |
Kevin M. Carney Chief Financial Officer | $175,000 | $350,000 | 50% |
Roseann Duran Chief People Officer | $117,000 | $285,000 | 50% |
(1) Target bonus amounts are expressed as a percentage of the corresponding 2016 base salary.
Approval of 2015 PSU Award Vesting
On February 8, 2016, the Compensation Committee approved, the vesting of performance-based restricted stock units granted in 2015 (“2015 PSUs”) to the Named Executive Officers under the Company’s 2014 Equity Incentive Plan (the “Plan”), as follows:
Name | 2015 PSU Shares(1) |
David L. Brown President and Chief Executive Officer | 53,145 |
Jason T. Teichman Chief Operating Officer | 15,943 |
Kevin M. Carney Chief Financial Officer | 15,943 |
Roseann Duran Chief People Officer | 6,643 |
The financial measures for the 2016 period will consist of non-GAAP EPS and revenue targets, with a performance multiplier based on total stockholder return, relative to the Company's peer group.
(1) The 2015 PSUs were granted in 2015 with a vesting period of three years. The actual number of shares that may be earned and issued for a particular year may range from 0-200% of 1/3 of the target number of shares based upon the over achievement or under achievement of the financial measures for the relevant performance period. The percentage achievement in 2015 was 159%.
Approval of 2016 Equity Awards
On February 8, 2016, the Compensation Committee approved the grant to the Named Executive Officers under the Plan of performance-based restricted stock units ("2016 PSUs"), and restricted stock ("2016 RS") to acquire the following numbers of shares of Web.com common stock:
Name | 2016 RS | Target 2016 PSUs |
David L. Brown President and Chief Executive Officer | 100,000 | 100,000 |
Jason T. Teichman Chief Operating Officer | 30,000 | 30,000 |
Kevin M. Carney Chief Financial Officer | 30,000 | 30,000 |
Roseann Duran Chief People Officer | 15,000 | 15,000 |
The 2016 RS grants shall vest as follows: 1/4th of the number of shares on the first anniversary of the grant date; 1/4th of the number of shares on the second anniversary of the grant date; 1/4th of the number of shares on the third anniversary of the grant date; and 1/4th of the number of shares on the fourth anniversary of the grant date.
The 2016 PSU grants shall vest over a three-year term based on financial targets determined by the Compensation Committee. The financial measures for the 2016 period will consist of non-GAAP EPS and revenue targets, with a performance multiplier based on total stockholder return, relative to the Company's peer group. The actual number of shares that may be earned and issued in each vesting period may range from 0-200% of 1/3 of the target number of shares set forth in the table above based upon the over achievement or under achievement of the financial measures for the relevant performance period.
No shares subject to the 2015 PSUs, 2016 PSUs, or 2016 RS shall vest on any vesting date if on such date the Named Executive Officer is not providing Continuous Service (as such term is defined in the Plan) to the Company or any of its subsidiaries.
Approval of Contributions to Web.com Group, Inc. Supplemental Executive Retirement Plan
On February 8, 2016, the Compensation Committee approved discretionary contributions to the Web.com Group, Inc. Supplemental Executive Retirement Plan (“SERP”). The discretionary contributions made to the SERP for the Named Executive Officers are as follows:
Name | Contribution |
David L. Brown President and Chief Executive Officer | $112,000 |
Jason T. Teichman Chief Operating Officer | $18,000 |
Kevin M. Carney Chief Financial Officer | $52,500 |
Roseann Duran Chief People Officer | $39,000 |
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.
Date: February 12, 2016 WEB.COM, GROUP, INC.
By: /s/ Matthew P. McClure
Secretary