-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SuAeWDWCACQgXgOu7laDqKf9QKVDmhAcdpMv8ZXIwKMlsXY2knJfr4e/np/7oySi /CcXN/OAiyL4EmDC1q7p3g== 0001104659-07-048570.txt : 20070619 0001104659-07-048570.hdr.sgml : 20070619 20070619170049 ACCESSION NUMBER: 0001104659-07-048570 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070613 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070619 DATE AS OF CHANGE: 20070619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVISION INC /NY CENTRAL INDEX KEY: 0000718877 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954803544 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15839 FILM NUMBER: 07929284 BUSINESS ADDRESS: STREET 1: 3100 OCEAN PARK BLVD STREET 2: STE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3102552000 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD 3RD FL STREET 2: STE 1000 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: MEDIAGENIC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVISION INC DATE OF NAME CHANGE: 19880829 8-K 1 a07-16960_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 13, 2007

ACTIVISION, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-15839

 

95-4803544

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

3100 Ocean Park Boulevard, Santa

 

90405

Monica, CA

 

(Zip Code)

(Address of Principal Executive

 

 

Offices)

 

 

 

Registrant’s telephone number, including area code:  (310) 255-2000

(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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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.

At a meeting of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Activision, Inc. (the “Company”) held on June 13, 2007, the Compensation Committee established fiscal 2008 annual performance-based award opportunities for Robert A. Kotick, the Company’s Chairman and Chief Executive Officer, and Brian G. Kelly, the Company’s Co-Chairman, under the Activision Fiscal Year 2008 Executive Management Bonus Plan, and for Michael J. Griffith, President and Chief Executive Officer of Activision Publishing, Inc., under the Activision Fiscal Year 2008 Management Incentive Plan.  The award opportunities are subject to the achievement of specified corporate performance and individual performance goals.  The target bonus opportunity for each of Messrs. Kotick and Kelly was established at $1,753,840; certain targets for these individuals are not capped, so there are no maximum bonus opportunities with respect to their bonus plans.  The target bonus opportunity for Mr. Griffith was established at $755,700, with a maximum bonus opportunity of $1,133,550.  Payments, if any, will be made after the determination of the amount of the awards, which will occur after the end of the Company’s 2008 fiscal year (i.e., March 31, 2008).

The bonus for each of Messrs. Kotick and Kelly is 50% dependent on the achievement of target earnings per share; 15% dependent on capital optimization, including the achievement of strategic acquisitions, the acquisition of new intellectual property and the location of developmental growth opportunities on favorable terms; 15% dependent on the achievement of certain corporate governance and business franchise goals, including the identification of an individual to become a new member of the Board (within the criteria established by the Nominating/Corporate Governance Committee of the Board), along with the Board’s election of such individual and such individual’s agreement to serve on the Board, and advancements in Board processes, business strategies and the Company’s reputation; and 20% dependent on the achievement of target operating income for the RedOctane publishing unit, the European publishing unit and a combination of specified portfolio product lines and operating margin expansion.

Mr. Griffith’s bonus is completely dependent on the achievement of various operating income targets, including Company operating income and operating income for the RedOctane publishing unit, the European publishing unit and a combination of specified portfolio product lines.  The portion of Mr. Griffith’s bonus attributable to the achievement of goals other than target Company operating income may be increased by up to 1.5 times based on the amount, if any, by which actual Company operating income exceeds the target Company operating income.

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SIGNATURE

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.

Date:  June 19, 2007

 

ACTIVISION, INC.

 

 

 

 

 

 

 

By:

 

/s/ Thomas Tippl

 

 

 

Thomas Tippl

 

 

Chief Financial Officer of Activision

 

 

Publishing, Inc.

 

 

(Principal Financial and Accounting

 

 

Officer of Activision, Inc.)

 

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