0001140361-15-000103.txt : 20150102 0001140361-15-000103.hdr.sgml : 20150102 20150102163015 ACCESSION NUMBER: 0001140361-15-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141230 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20150102 DATE AS OF CHANGE: 20150102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VirnetX Holding Corp CENTRAL INDEX KEY: 0001082324 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 770390628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33852 FILM NUMBER: 15501697 BUSINESS ADDRESS: STREET 1: 308 DORLA COURT STREET 2: SUITE 206 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 BUSINESS PHONE: (831) 438-8200 MAIL ADDRESS: STREET 1: 308 DORLA COURT STREET 2: SUITE 206 CITY: ZEPHYR COVE STATE: NV ZIP: 89448 FORMER COMPANY: FORMER CONFORMED NAME: PASW INC DATE OF NAME CHANGE: 20001109 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC SOFTWORKS INC DATE OF NAME CHANGE: 19990322 8-K 1 form8k.htm VIRNETX HOLDING CORPORATION 8-K 12-30-2014
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)
December 30, 2014
VirnetX Holding Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-33852
77-0390628
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


308 Dorla Court, Suite 206
Zephyr Cove, Nevada 89448
(Address of principal executive offices, including zip code)

(775) 548-1785
(Registrant’s 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

Discretionary 2014 Annual Incentive Bonus

At a meeting of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of VirnetX Holding Corporation (the “Company”) held on December 30, 2014, the Compensation Committee reviewed the Company’s performance in 2014 and the contributions that Kendall Larsen, the Company's Chief Executive Officer, President and Chairman, and Richard Nance, the Company’s Chief Financial Officer, made to such performance.  Following this review, the Compensation Committee exercised its discretion in determining to pay Mr. Larsen 150% of his 2014 target bonus and to pay Mr. Nance 100% of his 2014 target bonus, in light of the Company’s overall performance for the year and their respective contributions in achieving this performance.  The 2014 target bonus for each of Messrs. Larsen and Nance previously approved by the Compensation Committee was equal to 50% of Mr. Larsen’s and Mr. Nance’s respective base salary.  Accordingly, the Compensation Committee determined to award Mr. Larsen a cash bonus for 2014 equal to $389,325 and Mr. Nance a cash bonus for 2014 equal to $33,390.
 
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.

   
VIRNETX HOLDING CORPORATION
  
       
Date:  January 2, 2015
By:
 /s/ Kendall Larsen  
   
Kendall Larsen
  
   
Chief Executive Officer