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
December 20, 2010
Date
of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-27577
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16-1538028 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification |
| incorporation)
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Number) |
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| 161 Sixth Avenue, New York, New York
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10013 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number Including Area Code: (212) 539-9600
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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 20, 2010, Harris Interactive Inc. (the “Company”) and Kimberly Till, President and
Chief Executive Officer of the Company, entered into Amendment 1 to Ms. Till’s Employment
Agreement, dated October 21, 2008 (the “Till Amendment”). Ms. Till’s Employment Agreement was filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 22, 2008.
On December 20, 2010, the Company and Pavan Bhalla, Executive Vice President, Chief Financial
Officer and Treasurer of the Company, entered into Amendment 1 to Mr. Bhalla’s Employment
Agreement, dated October 4, 2010 (the “Bhalla Amendment”). Mr. Bhalla’s Employment Agreement was
filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 4, 2010.
The Till Amendment and the Bhalla Amendment were entered into in response to additional guidance
issued by the Internal Revenue Service (“IRS”) in Notice 2010-6 as to the interpretation of the
application of Section 409A of the Internal Revenue Code (the “Code”) to deferred compensation
payments that are contingent on, among others, a release of claims,
and to take advantage of an IRS
correction procedure to cure Code Section 409A failures before the end of calendar year 2010 in
order to avoid potential adverse tax consequences.
Copies of the Till Amendment and the Bhalla Amendment are attached to this Current Report on Form
8-K as Exhibits 10.1 and 10.2, respectively.
Section 8 — Other Events
Item 8.01. Other Events
On December 20, 2010, the Company received a notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company has regained compliance
with Marketplace Rule 5450(a)(1) (the “Minimum Bid Price Rule”) due to the fact that the closing
bid price of the Company’s common stock has been at $1.00 per share or greater for at least 10
consecutive business days. The Notice further stated that the matter relating to the Company’s
non-compliance with the Minimum Bid Price Rule, which the Company had previously reported under
Item 3.01 of its Current Report on Form 8-K filed with the Securities and Exchange Commission on
September 22, 2010, is now closed with Nasdaq.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 10.1
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Employment Agreement Amendment 1 dated December 20, 2010
between the Company and Kimberly Till |
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Exhibit 10.2
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Employment Agreement Amendment 1 dated December 20, 2010
between the Company and Pavan Bhalla |