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): October 20, 2010

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.

On October 20, 2010 Arbitron Inc. (the "Company") announced that Gregg Lindner, age 54, will become Chief Research Officer and Executive Vice President, Service Innovation of the Company. Mr. Lindner currently serves as Executive Vice President of Scarborough Research ("Scarborough"), a joint venture between the Company and The Nielsen Company, and has served in that capacity since June 1999. From February 1996 to May 1999, Mr. Lindner was Senior Vice President of Operations of Scarborough. Prior to February 1996, Mr. Lindner served in various capacities with the Company.

Mr. Lindner’s employment as Chief Research Officer and Executive Vice President, Service Innovation of the Company will commence on the earlier to occur of: (i) the appointment of a new chief executive officer of Scarborough or (ii) January 3, 2011.

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

Lindner Of fer Letter

The Company and Mr. Lindner have entered into a letter agreement (the "Offer Letter"), dated as of October 20, 2010, covering Mr. Lindner’s employment as Chief Research Officer and Executive Vice President, Service Innovation of the Company.

Salary and Incentive Compensation

Pursuant to the terms and conditions of the Offer Letter, the Company will pay Mr. Lindner an annual base salary of $375,000 and Mr. Lindner 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 and Human Resources Committee of the Company’s Board of Directors (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 100% of annual base salary, at the sole discretion of the Compensation Committee.

Scarborough Bonus

In the or dinary course of business the Scarborough partners committee will determine an annual incentive bonus payable to Mr. Lindner for his performance during 2010 (the "Scarborough Bonus"). If Mr. Lindner becomes a full-time employee of the Company prior to December 31, 2010, the Company will pay a pro-rata portion of the Scarborough Bonus, based on the number of months Mr. Lindner is employed by the Company during 2010, if any. In addition, if the Scarborough Bonus is less than $265,000, the Company will make an additional payment to Mr. Lindner in an amount equal to $265,000 minus the Scarborough Bonus.

Equity Grant

Subject to approval by the Compensation Committee, the Company will grant to Mr. Lindner an equity award to be valued at $750,000 on the date of grant, with the award to be determined by the Compensation Committee as a mix of 75% restricted stock units and 25% stock options, each with respect to the Company’s common stock, par value $0.50 (the "Common Stock") (where the value f or 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 and where the value for the options is determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant).

Benefits

Mr. Lindner 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. Lindner will work at the Company’s Columbia, Maryland headquarters. Mr. Lindner will receive $15,000 for relocation assistance, which will be paid shortly after his first day of employment.

The Company expects that that Mr. Lindner will enter into a retention agreement following the commencement date of his employment.

The foregoing summary of the Offer Letter is qualified in its entirety by the full terms and conditions of the agreement. The Offer Letter will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release of Arbitron Inc. dated October 20, 2010

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.
October 20, 2010	By:	Timothy T. Smith
		Name: Timothy T. Smith
		Title: Executive Vice President, Business Development and Strategy & Chief Legal Officer & Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Arbitron Inc. dated October 20, 2010

EX-99.1

Press
Information

Investor Contact: Thom Mocarsky
Arbitron Inc.
410-312-8239
thom.mocarsky@arbitron.com

Press Contact: Kim Myers
Arbitron Inc.
410-312-8500
kim.myers@arbitron.com

For Immediate Release

ARBITRON ANNOUNCES NEW CHIEF RESEARCH OFFICER
TO JOIN SENIOR EXECUTIVE TEAM
Scarborough Research executive to lead Research and Product organizations;
New position will focus on service quality, refining existing methods and
developing new approaches for radio and cross-platform measurement

COLUMBIA MD, October 20, 2010 – Arbitron Inc. (NYSE: ARB) announced that Gregg Lindner will join the company in the newly established position of chief research officer and executive vice president, Service Innovation.

In this role, Mr. Lindner will be responsible for Arbitron’s research quality and methods, product development as well as policies and standards for the Portable People Meter^TM, diary, and cross-platform services, and leadership for the Company’s Media Rating Council® (MRC) accreditation initiatives. Mr. Lindner will also serve as an Arbitron representative on the Scarborough partners committee.

“Gregg brings with him more than twenty five years of experience as a leader across key areas of our business–research, product development and operations–areas that are important to Arbitron’s future growth,” said William T. Kerr, president and chief executive officer, Arbitron Inc. “In addition to his strong technical skills, Gregg is widely respected by broadcasters, agency executives, and marketers as well as by his peers in the media and marketing research industry.

Gregg is expected to help Arbitron strengthen the quality and sophistication of our core radio audience measurement services and to lead the development of the research methods and systems for our emerging cross-platform media and marketing measurement services.

Through his expertise in media and marketing research, and through his knowledge of its application to business, Gregg will help direct Arbitron’s strategies and resources in the evolving arena of media measurement and cross platform services,” said Mr. Kerr.

Mr. Lindner will report to Mr. Kerr directly on matters of research and service quality, and to Sean Creamer, executive vice president, U.S. Media Services, for ongoing operations. He will be based in Arbitron’s headquarters in Columbia, Maryland.

Mr. Lindner will join Arbitron from Scarborough Research, the leading source for the demographics, lifestyles, shopping patterns, and media behaviors of American consumer, where he was executive vice president. As such, he managed the company’s day-to-day business and operations. Prior to his role of executive vice president, Mr. Lindner headed up the Research and Operations team which was responsible for quality assurance of all Scarborough data, creating and adapting research methodologies, custom research projects and overall management of Scarborough’s product line. He joined Scarborough Research 1993.

Under Mr. Lindner’s leadership, Scarborough expanded its top-tier local market service; introduced USA+, a national consumer research service; created a mid-tier market service designed to meet the needs of local media, advertisers and marketers in mid-market cities across the United States; and began cell-phone-household sampling in its consumer surveys. Mr. Lindner also successfully led Scarborough Research’s efforts to earn Media Rating Council® accreditation for its top-tier, multi-market, and USA+ services, along with PRIME NExT software.

Prior to joining Scarborough in the mid-1990’s, Mr. Lindner was at Simmons Market Research (now a division of Experian), and was at Arbitron from 1981 to 1992.

Mr. Lindner holds a Masters degree in quantitative analysis and urban sociology from the University of Maryland, where he also completed his undergraduate work.

About Arbitron
Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media – radio, television, cable 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 and PPM 360^TM, new technologies for media and marketing research.

Portable People Meter™, PPM™ and PPM 360™ are marks of Arbitron Inc.

Media Rating Council® and the “double checkmark” logo design are registered marks of the Media Rating Council.

Arbitron Forward-Looking Statements
Statements in this release that are not strictly historical, including the statements regarding expectations for 2010 and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things, the current global economic recession and the upheaval in the credit markets and financial services industry, competition, our ability to develop and successfully market new products and technologies, our ability to successfully commercialize our Portable People Meter™ service, the growth rates and cyclicality of markets we serve, our ability to expand our business in new markets, our ability to successfully identify, consummate and integrate appropriate acquisitions, the impact of increased costs of data collection including a trend toward increasing incidence of cell phone-only households, litigation and other contingent liabilities including intellectual property matters, our compliance with applicable laws and regulations and changes in applicable laws and regulations, our ability to achieve projected efficiencies, cost reductions, sales growth and earnings, and international economic, political, legal and business factors. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2009 Annual Report on Form 10-K. These forward-looking statements speak only as of the date of this release and the Company does not assume any obligation to update any forward-looking statement.