0001193125-12-212401.txt : 20120504 0001193125-12-212401.hdr.sgml : 20120504 20120504172859 ACCESSION NUMBER: 0001193125-12-212401 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120501 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120504 DATE AS OF CHANGE: 20120504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE NETWORK INC CENTRAL INDEX KEY: 0001163932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330884962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35187 FILM NUMBER: 12815405 BUSINESS ADDRESS: STREET 1: 10182 TELESIS COURT STREET 2: SUITE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-964-3800 MAIL ADDRESS: STREET 1: 10182 TELESIS COURT STREET 2: STE 300 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d347502d8k.htm FORM 8-K Form 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): May 1, 2012

 

 

THE ACTIVE NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35187   33-0884962

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

10182 Telesis Court, Suite 100

San Diego, California

   92121
(Address of principal executive offices)   (Zip Code)

(858) 964-3800

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

 

¨ 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(e) Compensatory Arrangements with Certain Officers

On May 1, 2012, The Active Network, Inc. (the “Company”) completed its determination of named executive officer base salaries for 2012. As a result, each of the named executive officers received base salary increases resulting in the following annualized base salaries for named executive officers:

 

Name

   

Title

    2012
Salary		  

David Alberga

    Chief Executive Officer and Chairman    $ 500,000   

Matthew Landa

    President    $ 450,000   

Scott Mendel

    Chief Financial Officer    $ 350,000   

Darko Dejanovic

    Chief Technology, Product and Innovation Officer    $ 450,000   

Sheryl Roland

    Executive Vice President, Human Resources    $ 236,000   

The Company also completed its determination of named executive officer bonuses payable under the 2012 Annual Incentive Plan (the “2012 AIP”). The 2012 AIP has three thresholds of achievement for the Company’s corporate goals: base plan (27% of target), target plan (100% of target) and maximum plan (130% of target). The base plan represents the minimum threshold below which no bonuses are required to be paid. Each threshold requires the Company to achieve both Adjusted EBITDA and revenue targets for the applicable threshold bonus to be paid for 2012. Following achievement of a threshold, bonuses are assessed independently on a linear basis and the degree to which the Company performs against these goals will determine the amounts payable under the Bonus Plan. The resulting calculation of the Adjusted EBITDA component (50%) and revenue component (50%) is summed to arrive at a total target bonus amount for each named executive officer. The Committee will then apply a modifier based upon pre-established, individual performance goals.

The potential 2012 AIP payments at each of the thresholds are set forth for each named executive officer in the table below and are payable in combination of cash and restricted stock units:

 

Name and Title

    Base
Plan
(27%
Target)		      Target
Plan
(100%
Target)		      Maximum
Plan
(130%
Target)		  

David Alberga, Chief Executive Officer

    $ 148,500       $ 550,000       $ 715,000   

Matthew Landa, President

      133,650         495,000         643,500   

Scott Mendel, Chief Financial Officer

      94,500         280,000         364,000   

Darko Dejanovic, Chief Technology, Product and Innovation Officer

      97,200         360,000         468,000   

Sheryl Roland, Executive Vice President, Human Resources

      35,046         129,800         168,740   

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.

 

      THE ACTIVE NETWORK, INC.
Date: May 4, 2012       /s/ Matthew Landa
      Matthew Landa
      President