Attached files
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EX-10.2 - EX-10.2 - Actua Corp | d114672dex102.htm |
EX-10.1 - EX-10.1 - Actua Corp | d114672dex101.htm |
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 earliest event reported: March 3, 2016
Actua Corporation
(Exact name of registrant as specified in charter)
Delaware | 001-16249 | 23-2996071 | ||
(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
555 East Lancaster Avenue, Suite 640, Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
(610) 727-6900
(Registrants telephone number, including area code)
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 |
2016 Performance Plan and Performance Shares
On March 3, 2016, Actuas (Actuas) Board of Directors (the Board) established the Actua 2016 Performance Plan (the Performance Plan). The Performance Plan sets forth specific business goals against which Actuas executive officers and other employees will be measured for the purpose of awarding bonuses and vesting performance shares for the year ending December 31, 2016. Awards under the Performance Plan can range from between 0% and 200% of an individuals target amount.
Actuas 2016 goals under the Performance Plan include quantitative goals representing 80% of the bonus potential and qualitative goals representing 20% of the bonus potential. The relative weighting of each element of the Actua-specific goals is as follows:
| 20% of the potential bonus award is tied to the achievement by Actua of a specified consolidated GAAP revenue goal; |
| 30% of the potential bonus award is tied to the achievement by Actua of a specified bookings goal; |
| 30% of the bonus potential is tied to the achievement by Actua of a specified consolidated adjusted non-GAAP cash flow from operations goal; and |
| 20% of the potential bonus is tied to Actuas execution against the following qualitative goals: (1) allocation of capital and corporate development, (2) execution of strategic initiatives, (3) brand enhancement and (4) reaction to unforeseen market/business conditions. |
Following the end of the 2016 year, the Compensation Committee of the Board (the Compensation Committee) will evaluate Actuas 2016 performance and determine the extent (expressed as a percentage) to which the 2016 Actua Performance Plan goals and individual goals, if applicable, were achieved (such percentage, the Achievement Percentage). The Compensation Committee will then provide for the vesting of performance shares and/or award cash bonuses in accordance with each individuals Achievement Percentage under the terms of the Performance Plan.
On March 3, 2016, the members of Actuas senior management team, including each of Actuas executive officers, were issued performance shares valued at 100% of their respective individual target bonuses under the Performance Plan, based on a per share price of $8.44 (i.e., the closing price of Actuas Common Stock on that date) (such shares, the Performance Shares). If and to the extent that any such individuals Achievement Percentage is determined to be:
| greater than 0% but less than 100%, a percentage of his or her shares equal to the Achievement Percentage will vest; or |
| greater than or equal to 100%, all of his or her Performance Shares will vest. |
Any bonus payable under the Performance Plan to a recipient of Performance Shares by virtue of that recipients Achievement Percentage exceeding 100% will be paid in cash. Any bonuses paid to Actua employees that are not members of the senior management team would be paid solely in cash based on such individuals Achievement Percentage.
The foregoing descriptions of the Performance Plan and the Performance Shares do not purport to be complete and are qualified in their respective entireties by reference to the actual text of the Performance Plan and the form of 2016 Performance Plan Restricted Share Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No. |
Description | |
10.1 | Actua 2016 Performance Plan | |
10.2 | Form of 2016 Performance Plan Restricted Share Agreement |
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, thereunto duly authorized.
ACTUA CORPORATION | ||||||
Date: March 4, 2016 | By: | /s/ Suzanne L. Niemeyer | ||||
Name: | Suzanne L. Niemeyer | |||||
Title: | Managing Director, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. |
Description | |
10.1 | Actua 2016 Performance Plan | |
10.2 | Form of 2016 Performance Plan Restricted Share Agreement |