8-K

 

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): March 30, 2009

Arbitron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-1969	52-0278528
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
9705 Patuxent Woods Drive, Columbia, Maryland		21046
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 410-312-8000

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.

Effective March 30, 2009 Arbitron Inc. (the "Company") appointed two new executive officers. Alton L. Adams, age 51, will serve as the Company’s Executive Vice President, Chief Marketing Officer. Dr. Robert F. Henrick, age 54, will serve as the Company’s Executive Vice President, Customer Solutions.

Mr. Adams served as a Managing Director of Accenture Ltd., a New York Stock Exchange listed management consulting, technology services, and outsourcing company, from 2003 to March 2009. Mr. Adams has previously served as President, Experian Database Solutions, President and Chief Executive Officer of Mindbranch Inc., and President of Standard and Poor’s DRI.

Mr. Henrick served as Program Manager, Johns Hopkins University Applied Physics Laboratory, working on communications and system technology solutions for national security, from 2003 to March 2009. Mr. Henrick has previously served as a Senior Partner in the interactive division of Ogilvy & Mather, and in positions wit h AT&T, Lucent Technologies, and Xebeo Communications.

The Company has determined that there are no related person transactions between the Company and Messrs. Adams and Henrick within the meaning of Item 404(a) of Regulation S-K.

Adams Employment Agreement

The Company and Mr. Adams have entered into an Executive Employment Agreement, effective as of March 30, 2009 (the "Adams Agreement") covering Mr. Adams employment as Executive Vice President, Chief Marketing Officer of the Company.

Salary and Incentive Compensation

Pursuant to the terms and conditions of the Adams Agreement, the Company will pay Mr. Adams an annual base salary of $400,000 and Mr. Adams will be eligible to receive an annual incentive bonus equal to 50% of his annual base salary upon meeting applicable performance criteria set by the Board’s Compensation and Human Resources Committee (the "Compensation Committee"). For performance exceeding such applicable performance criteria, the annual incent ive bonus will be increased to an amount in excess of the target bonus up to a maximum of 150% of annual base salary, at the sole discretion of the Compensation Committee. The Compensation Committee will review the base salary no less frequently than annually. If increased, the increased base salary will become the base salary for all purposes under the Adams Agreement.

Equity Grant

Subject to approval by the Compensation Committee, the Company will grant to Mr. Adams an equity award to be valued at $1,600,000 on the date of grant, with the award divided by value into 75% stock options and 25% restricted stock units, each with respect to the Company’s common stock, par value $0.50 (the "Common Stock") (where the value for the options is determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and where the value for the restricted stock units is determined by dividing the target value for the restricted stock units by the fair market valu e of the Common Stock on the grant date) (the "Adams Inducement Grant"). Assuming continued employment, the stock options under the Adams Inducement Grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one third on the first anniversary), and otherwise will contain substantially the same terms and conditions as the Company’s standard form of nonqualified stock option agreement adopted for use under its stock plans. Assuming continued employment, the restricted stock units under the Adams Inducement Grant will vest in equal amounts over a four year period following the date of grant (beginning with one quarter on the first anniversary) and otherwise will contain the same terms and conditions as the Company’s standard form of restricted stock unit agreement adopted under its stock plans.

The Compensation Committee, at its sole discretion, will consider the grant of future compensatory equity awards to Mr. Adams.

B enefits

Mr. Adams will, to the extent eligible, be entitled to participate at a level commensurate with his position in all employee welfare, benefit, and retirement plans and programs the Company provides to its executives in accordance with Company policies. Mr. Adams will work at the Company’s Columbia, Maryland headquarters. Providing that Mr. Adams relocates to a primary residence in proximity to Columbia, Maryland, the company will reimburse Mr. Adams for qualified relocation expenses and temporary living expenses incurred during 2009 up to a maximum of $200,000. If Mr. Adams’s employment ends before December 31, 2010 as a result of resignation or termination for Cause (as defined in the Adams Agreement), Mr. Adams must repay a pro rata portion of the relocation expenses to the Company.

Potential Payments Upon Early Termination

The Company or Mr. Adams may terminate Mr. Adams's employment at any time for any reason, or for no reason. If Mr. Adams’s employ ment terminates for any reason, the Company will pay to Mr. Adams (i) any earned but unpaid annual base salary; (ii) any earned but unpaid annual bonus; (iii) any unreimbursed business expenses, in accordance with the Company’s policies; (iv) any unpaid relocation or temporary living expenses (subject to the repayment obligation described above); and (v) any amounts or benefits payable under any Company benefit plans then in effect.

In addition to the payments described above, if the Company terminates Mr. Adams’s employment without Cause or if Mr. Adams resigns as a result of a Position Diminishment, Mr. Adams will be entitled to receive cash severance and the full cost of health care continuation until the earlier of 18 months or subsequent coverage.

Except as provided in the next paragraph, if Mr. Adams is entitled to receive cash severance in connection with a without Cause termination or a resignation as a result of a Position Diminishment, the Company will pay to him in cash an amount equal to 1.75 times his then applicable base salary, in equal installments over a 12 month period. Payment will cease if Mr. Adams obtains subsequent employment prior to the end of the 12 month period.

If Mr. Adams is entitled to receive cash severance in connection with a without Cause termination or a resignation as a result of a Position Diminishment within 12 months following a Change in Control, the Company will pay to him in cash an amount equal to 2.625 times his then applicable base salary, in equal installments over a 12 month period. In addition, any outstanding equity compensation awards will fully and immediately vest and become exercisable. Severance payments will cease if Mr. Adams obtains subsequent employment prior to the end of the 12 month period.

In order to receive the severance benefits provided under the Adams Agreement, Mr. Adams must execute a release in the form provided by the Company of all legally-releasable claims that Mr. Adams may then have against the Company and any of its affiliates.

Non-Competition, Non-Recruitment, and Non-Disparagement

The Adams Agreement contains provisions pursuant to which Mr. Adams has agreed that, while employed and for the longest of (i) 12 months following termination for any reason not involving termination by the Company without Cause, (ii) 18 months following termination by the Company without Cause or following a resignation for Position Diminishment, and (iii) 24 months following termination by the Company without Cause or a resignation as a result of a Position Diminishment within 12 months after a Change in Control, he will not directly or indirectly, subject to certain de minimis exceptions involving the ownership of publicly traded securities, compete with any part of the Company’s business. Mr. Adams has agreed during employment and for 12 months thereafter not to initiate or actively participate in any other employer’s recruitment or hiring of Company employees. The Adams Ag reement also contains non-disparagement provisions.

Henrick Employment Agreement

The Company and Mr. Henrick have entered into an Executive Employment Agreement, effective as of March 30, 2009 (the "Henrick Agreement") covering Mr. Henrick’s employment as Executive Vice President, Customer Solutions of the Company.

Salary and Incentive Compensation

Pursuant to the terms and conditions of the Henrick Agreement, the Company will pay Mr. Henrick an annual base salary of $375,000 and Mr. Henrick will be eligible to receive an annual incentive bonus equal to 50% of his annual base salary upon meeting applicable performance criteria set by the Compensation Committee. For performance exceeding such applicable performance criteria, the annual incentive bonus will be increased to an amount in excess of the target bonus up to a maximum of 150% of annual base salary, at the sole discretion of the Compensation Committee. The Compensation Committee will review the base salary no les s frequently than annually. If increased, the increased base salary will become the base salary for all purposes under the Henrick Agreement.

Equity Grant

Subject to approval by the Compensation Committee, the Company will grant to Mr. Henrick an equity award to be valued at $1,300,000 on the date of grant, with the award divided by value into 75% stock options and 25% restricted stock units, each with respect to the Common Stock (where the value for the options is determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and where the value for the restricted stock units is determined by dividing the target value for the restricted stock units by the fair market value of the Common Stock on the grant date) (the "Henrick Inducement Grant"). Assuming continued employment, the stock options under the Henrick Inducement Grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one third on the first anniversary), and otherwise will contain substantially the same terms and conditions as the Company’s standard form of nonqualified stock option agreement adopted for use under its stock plans. Assuming continued employment, the restricted stock units under the Henrick Inducement Grant will vest in equal amounts over a four year period following the date of grant (beginning with one quarter on the first anniversary) and otherwise will contain the same terms and conditions as the Company’s standard form of restricted stock unit agreement adopted under its stock plans.

The Compensation Committee, at its sole discretion, will consider the grant of future compensatory equity awards to Mr. Henrick.

Benefits

Mr. Henrick will, to the extent eligible, be entitled to participate at a level commensurate with his position in all employee welfare, benefit, and retirement plans and programs the Company provides to its executives in accordance with Company policies. Mr. H enrick will work at the Company’s Columbia, Maryland headquarters.

Potential Payments Upon Early Termination

The Company or Mr. Henrick may terminate Mr. Henrick's employment at any time for any reason, or for no reason. If Mr. Henrick’s employment terminates for any reason, the Company will pay to Mr. Henrick (i) any earned but unpaid annual base salary; (ii) any earned but unpaid annual bonus; (iii) any unreimbursed business expenses, in accordance with the Company’s policies; and (iv) any amounts or benefits payable under any Company benefit plans then in effect.

In addition to the payments described above, if the Company terminates Mr. Henrick’s employment without Cause (as defined in the Henrick Agreement) or if Mr. Henrick resigns as a result of a Position Diminishment (as defined in the Henrick Agreement), Mr. Henrick will be entitled to receive cash severance and the full cost of health care continuation until the earlier of 18 months or subsequen t coverage.

Except as provided in the next paragraph, if Mr. Henrick is entitled to receive cash severance in connection with a without Cause termination or a resignation as a result of a Position Diminishment, the Company will pay to him in cash an amount equal to 1.75 times his then applicable base salary, in equal installments over a 12 month period. Payment will cease if Mr. Henrick obtains subsequent employment prior to the end of the 12 month period.

If Mr. Henrick is entitled to receive cash severance in connection with a without Cause termination or a resignation as a result of a Position Diminishment within 12 months following a Change in Control, the Company will pay to him in cash an amount equal to 2.625 times his then applicable base salary, in equal installments over a 12 month period. Payment will cease if Mr. Henrick obtains subsequent employment prior to the end of the 12 month period. In addition, any outstanding equity compensation awards will fully and immediately ves t and become exercisable.

In order to receive the severance benefits provided under the Henrick Agreement, Mr. Henrick must execute a release in the form provided by the Company of all legally-releasable claims that Mr. Henrick may then have against the Company and any of its affiliates.

Non-Competition, Non-Recruitment, and Non-Disparagement

The Henrick Agreement contains provisions pursuant to which Mr. Henrick has agreed that, while employed and for the longest of (i) 12 months following termination for any reason not involving termination by the Company without Cause, (ii) 18 months following termination by the Company without Cause or following a resignation for Position Diminishment, and (iii) 24 months following termination by the Company without Cause or a resignation as a result of a Position Diminishment within 12 months after a Change in Control, he will not directly or indirectly, subject to certain de minimis exceptions involving the ownership of publicly traded securities , compete with any part of the Company’s business. Mr. Henrick has agreed during employment and for 12 months thereafter not to initiate or actively participate in any other employer’s recruitment or hiring of Company employees. The Henrick Agreement also contains non-disparagement provisions.

The foregoing summaries of the Adams Agreement and the Henrick Agreement are qualified in their entirety by the full terms and conditions of the two agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2009 and are incorporated herein by reference.

A copy of the press release announcing the events described above is attached as Exhibit 99.1 and is incorporated in this Current Report on Form 8-K by reference.

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.

	Arbitron Inc.
March 30, 2009	By:	/s/ Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President, Chief Legal Officer, Legal and Business Affairs, and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated March 30, 2009

EX-99.1

FOR IMMEDIATE RELEASE

Arbitron Appoints Two New Executives as Part of Strategic Realignment
Alton L. Adams Named Executive Vice President, Chief Marketing Officer
Robert F. Henrick Named Executive Vice President, Customer Solutions

COLUMBIA, MD; March 30, 2009 – Arbitron Inc. (NYSE: ARB) announced today the appointment of two new Executive Vice Presidents who will lead key organizations and programs designed to advance the Company’s long-term strategy. The appointments are effective March 30.

Alton L. Adams is appointed to the newly created position of Executive Vice President, Chief Marketing Officer, reporting to Michael Skarzynski, President and Chief Executive Officer.

Dr. Robert F. Henrick is appointed to the newly created position of Executive Vice President, Customer Solutions, also reporting to Michael Skarzynski.

“These two seasoned executives bring new and needed skill sets to an already talented company. Alton and Bob will lead the teams at Arbitron that are enhancing current services for our core radio customers, identifying the best growth opportunities and moving the Company into new markets, both in the United States as well as in international markets,” said Michael Skarzynski, President and Chief Executive Officer.

Alton Adams, EVP, Chief Marketing Officer
In his new role, Mr. Adams is responsible for developing new solutions that use the Arbitron Portable People Meter^TM platform to integrate measures of multiple media including radio, cinema, out-of -home and the ‘3-screen’ markets of television, wireless, and Internet.

Mr. Adams is also responsible for Arbitron’s marketing, communications and brand. He will direct the Company’s marketing efforts designed to help maintain its current leadership and to expand its customer base in domestic and international markets.

“Alton brings to Arbitron a wealth of experience delivering new and valuable services for customers through the integration of large, disparate databases,” said Mr. Skarzynski. “Thanks to his demonstrated ability to develop new information services and his proven expertise in marketing, Alton will lead the effort to expand Arbitron’s portfolio of information services.

Prior to joining Arbitron, Mr. Adams was a Managing Partner at Accenture. As a senior partner in the CRM practice, Mr. Adams specialized in helping companies use data, analytics and technology to more effectively acquire and retain customers.

Mr. Adams has extensive experience in information services and market research, as President, Experian Database Solutions, where he was responsible for marketing, product management and new product development; and as President and Chief Executive Officer, Mindbranch Inc., a technology focused market research aggregator where he built a complete sales, marketing and technology infrastructure and led the design of a new product suite. Mr. Adams was also President of Standard and Poor’s DRI, an economic research and consulting business and has held senior positions at Equifax Financial Services Group, TRW Information Services Group and Dun and Bradstreet Corporation.

Mr. Adams earned an MBA in Marketing and Finance from The Wharton School University of Pennsylvania and a BA in Economics from Georgetown University.

Mr. Adams (51) will work at Arbitron’s headquarters in Columbia, Maryland.

Robert Henrick, EVP, Customer Solutions
In his new role, Dr. Henrick is responsible for Arbitron’s survey research methods and product management, as well as for enhancements of the company’s existing services for the radio industry and for the delivery of new Arbitron services being developed for domestic and global markets.

“Bob Henrick comes to Arbitron with more than 25 years of experience in media, communications, and national security. He has led diverse teams, delivering products and services that help customers improve their businesses,” said Michael Skarzynski. “Bob will work to enhance the quality and utility of our diary and PPM services and deliver the new multimedia offerings that we are developing for domestic and international customers.”

Most recently, Dr. Henrick served as a Program Manager in the Johns Hopkins Applied Physics Laboratory, working on communications and system technology solutions for national security.

Dr. Henrick has extensive experience in media and interactive fields, having run the MyNetWorks multimedia communications venture in Lucent Technologies and having served as a Senior Partner in the interactive division of Ogilvy & Mather, where he developed wireless and broadband “pervasive” applications to develop new customer touchpoints for O&M clients.

He also has extensive experience in telecommunications services with as a Director with AT&T and Lucent, and as Vice President of Product Management and Marketing at Xebeo a privately held telecom technology firm.

Dr. Henrick holds 12 patents for media and telecommunications services. He earned a PhD in Applied Mathematics from the Rennselaer Polytechnic Institute.

Dr. Henrick (54) will work at Arbitron’s headquarters in Columbia, Maryland.

About Arbitron

Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media – radio, television, cable, online radio and out-of-home – as well as advertisers and advertising agencies. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The company has developed the Portable People Meter, a new technology for media and marketing research.

Arbitron’s headquarters and its world-renowned research and technology organizations are located in Columbia, Maryland.

###

Portable People Meter^TM and PPM^TM are marks of Arbitron Inc.

Arbitron Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” ”expects,” “anticipates,” “estimates,” “believes,” or “plans,” or comparable terminology, are forward-looking statements based on current expectations about future events, which we have derived from information currently available to us. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied in such forward-looking statements. These risks and uncertainties include, in no particular order, whether we will be able to:

• absorb costs related to legal proceedings and governmental entity interactions and avoid related fines, limitations, or conditions on our business activities;

• successfully commercialize our Portable People Meter^TM service;

• successfully manage the impact on our business of the current economic downturn generally, and in the advertising market, in particular, including, without limitation, the insolvency of any of our customers or the impact of such downturn on our customers’ ability to fulfill their payment obligations to us;

• successfully maintain and promote industry usage of our services, a critical mass of broadcaster encoding, and the proper understanding of our audience measurement services and methodology in light of governmental regulation, legislation, litigation, activism, or adverse public relations efforts;

• compete with companies that may have financial, marketing, sales, technical, or other advantages over us;

• successfully design, recruit and maintain PPM panels that appropriately balance research quality, panel size, and operational cost;

• successfully develop, implement, and fund initiatives designed to increase sample sizes;

• complete the Media Rating Council, Inc. (“MRC”) audits of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement business;

• renew contracts with key customers;

• successfully execute our business strategies, including entering into potential acquisition, joint-venture or other material third-party agreements;

• effectively manage the impact, if any, of any further ownership shifts in the radio and advertising agency industries;

• effectively respond to rapidly changing technological needs of our customer base, including creating new proprietary software systems, such as software systems to support our cell phone-only sampling plans, and new customer services that meet these needs in a timely manner;

• successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, consumer trends including a trend toward increasing incidence of cell phone-only households, privacy concerns, technology changes, and/or government regulations;

• successfully develop and implement technology solutions to encode and/or measure new forms of media content and delivery, and advertising in an increasingly competitive environment; and

• realize the anticipated savings from the Company’s workforce and expense reduction program.

There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the risk factors set forth in the caption “ITEM 1A. — RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2008, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.