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 8, 2012
| ZIPREALTY, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 000-51002 | 94-3319956 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 2000 Powell Street, Suite 300 |
| Emeryville, CA 94608 |
| (Address of Principal Executive Offices) |
| (Zip Code) |
| 510-735-2600 |
| (Registrant’s Telephone Number, Including Area Code) |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
| £ | 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 1.01. Entry into a Material Definitive Agreement.
On March 8,2012, the Board of Directors of ZipRealty, Inc. (the “Company”) adopted an amendment under Section 10(f) of the Company’s 2004 Equity Incentive Plan and revised the Company’s Director Compensation Policy to increase the annual automatic stock option grant for the Company’s Chairman of the Board from 6,666 shares to 10,000 shares. Copies of the amendment and the revised Director Compensation Policy are filed as exhibits to this report.
Item 8.01. Other Events.
On March 8, 2012, the Company’s Board of Directors approved a stock option grant to each non-employee director for 50,000 shares at an exercise price of $1.25 per share, which was the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of grant. Each option vests in full on the first anniversary of the date of grant, subject to the director’s continued service to the Company on that date. Each option was granted under and is governed by the terms of the Company’s 2004 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.3(b) First Amendment under 2004 Equity Incentive Plan
10.5(a) Director Compensation Policy, revised March 8, 2012
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZIPREALTY, INC. | |||||||
| a Delaware corporation | |||||||
| Dated: | March 13, 2012 | By: | /s/ Samantha E. Harnett | ||||
| Samantha E. Harnett | |||||||
| Vice President and | |||||||
| General Counsel | |||||||
INDEX TO EXHIBITS
| Exhibit | Description |
| 10.3(b) | First Amendment under 2004 Equity Incentive Plan |
| 10.5(a) | Director Compensation Policy, revised March 8, 2012 |
FIRST AMENDMENT TO
2004 EQUITY INCENTIVE PLAN
OF ZIPREALTY, INC.
At a regularly scheduled meeting of the Board of Directors (the “Board”) of ZipRealty, Inc. (the “Company”) held on March 8, 2012, the Board adopted the following recitals and resolution:
WHEREAS, Section 10(d) of the Company’s 2004 Equity Incentive Plan (the “Plan”) provides for an annual automatic grant to each continuing non-employee director of the Company, if such person has been in that position for at least six months, of a stock option to purchase 6,666 shares of the Company’s common Stock (the “Annual Grant”); and
WHEREAS, the Board has determined it to be in the best interests of the Company and its stockholders to amend the Plan to increase the Annual Grant for the Company’s Chairman of the Board from 6,666 shares to 10,000 shares; and
WHEREAS, Section 10(f) of the Plan permits the Board to adopt such an amendment within its discretion and without stockholder approval.
NOW, THEREFORE, BE IT RESOLVED, that pursuant to Section 10(f) of the Plan, Section 10(d) of the Plan is hereby amended to read in full as follows:
Annual Option. Each Outside Director will be automatically granted an Option to purchase 6,666 Shares (an “Annual Option”) on each date of the annual meeting of the stockholders of the Company beginning in 2005, if as of such date, he or she will have served on the Board for at least the preceding six (6) months. Beginning in 2012, the Annual Option grant shall be increased to 10,000 shares in the case of an Outside Director who is also the Company’s Chairman of the Board.
IN WITNESS WHEREOF, I have executed this document as of the date first set forth above and in the capacity set forth below.
/s/ Samantha E. Harnett
Samantha E. Harnett
Vice President, General Counsel and Secretary of the Company
ZIPREALTY, INC.
DIRECTOR COMPENSATION POLICY
Non-employee directors of ZipRealty, Inc. (the “Company”) shall receive the following compensation for their service as a member of the Board of Directors (the “Board”) of the Company, commencing upon the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, with respect to the Company’s common stock:
Initial Option Grant for New Board Members
Pursuant to the Company’s 2004 Equity Incentive Plan, an automatic grant of an option to purchase 16,666 shares of common stock of the Company (an “Initial Option”) shall be granted on or about the date such non-employee director first becomes a member of the Board, at an exercise price equal to the fair market value of the common stock on the date of grant. The Initial Option is subject to vesting over a period of three years in equal annual installments commencing on the date of grant, subject to the non-employee director’s continued service to the Company through the vesting dates. An employee director who ceases to be an employee, but who remains a director, will not receive an Initial Option.
Annual Option Grant for Continuing Board Members
Pursuant to the Company’s 2004 Equity Incentive Plan, an automatic annual grant of an option to purchase 10,000 shares of common stock of the Company shall be made to the Company’s continuing non-employee Chairman of the Board, and an automatic annual grant of an option to purchase 6,666 shares of common stock of the Company shall be made to each other continuing non-employee director of the Company, on the date of each Company annual meeting of stockholders beginning in 2012, at an exercise price equal to the fair market value of the common stock on the date of grant (each, an “Annual Option”). Each Annual Option vests in full on the earlier of (i) the first anniversary of the date of grant and (ii) the Company’s next annual meeting of stockholders at which directors are elected, subject to the non-employee director’s continued service to the Company through the vesting date. A continuing non-employee Chairman of the Board or director will receive an Annual Option only if he or she has served on the Board for at least the preceding six (6) months.
Annual Cash Compensation
Annual Retainer
Each non-employee director shall be entitled to an annual cash retainer in the amount of $18,000 (the “Annual Retainer”). The Company shall pay such retainer on a quarterly basis, subject to the non-employee director’s continued service to the Company as a non-employee director on each such date.
Additional Retainer for Board Committee Chairpersons
In addition to the Annual Retainer, a non-employee director who serves as the Chairperson of a Board committee shall be entitled to the following annual cash retainer: (a) $25,000 for the Chairperson of the Audit Committee; (b) $5,000 for the Chairperson of the Compensation Committee; and (c) $5,000 for the Chairperson of the Corporate Governance and Nominating Committee. The Company shall pay the applicable retainer on a quarterly basis, subject to the non-employee director’s continued service to the Company as Chairperson of the applicable Board committee on each such date.
Additional Retainer for Board Committee Members
In addition to the Annual Retainer, a non-employee director who serves as a member, but not the Chairperson, of a Board committee shall be entitled to the following annual cash retainer: (i) $5,000 for membership on the Audit Committee; (ii) $2,500 for membership on the Compensation Committee; and (iii) $2,500 for membership on the Corporate Governance and Nominating Committee. The Company shall pay the applicable retainer on a quarterly basis, subject to the non-employee director’s continued service to the Company as a member of the applicable Board committee on each such date.
Proration of Cash Retainers
Notwithstanding anything in this Director Compensation Policy to the contrary, in the event a non-employee director assumes or vacates a position on the Board or one of its committees during a quarter, he or she shall be entitled to a prorated portion of the cash retainer for such position for that quarter based on the percentage of days in that quarter during which he or she served in that position.
Provisions Applicable to All Non-Employee Director Equity Compensation Grants
Each Initial Option and Annual Option shall be subject to the terms and conditions of the Company’s 2004 Equity Incentive Plan and the terms of the Stock Option Agreement issued thereunder. The descriptions of these grants set forth above are qualified in their entirety by reference to the 2004 Equity Incentive Plan and the applicable Stock Option Agreement issued thereunder.
Last revised March 8, 2012