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 5, 2011

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10991	38-2760940
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
19975 Victor Parkway, Livonia, MI		48152
(Address of Principal Executive Offices)		(Zip Code)

(734) 591-3000

Registrant’s Telephone Number, Including Area Code

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))

Items to be Included in this Report

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) Valassis Communications, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 5, 2011.

(b) Stockholders voted on the matters set forth below:

1. The nominees for election to the Board of Directors were elected, until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, based upon the following votes:

Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Joseph B. Anderson, Jr.		43,084,873		807,621		262,266		2,277,363
Patrick F. Brennan		37,874,916		6,016,674		263,169		2,277,363
Kenneth V. Darish		43,736,533		154,957		263,269		2,277,363
Dr. Walter H. Ku		37,481,501		6,410,086		263,173		2,277,363
Robert L. Recchia		41,793,822		2,097,763		263,175		2,277,363
Thomas J. Reddin		37,579,599		6,311,892		263,269		2,277,363
Alan F. Schultz		43,161,180		730,447		263,133		2,277,363
Wallace S. Snyder		40,623,419		3,268,172		263,169		2,277,363
Ambassador Faith Whittlesey		43,385,016		505,482		264,261		2,277,363

2. The proposal to approve an amendment to the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan to increase the number of shares available for issuance under the plan was not approved based on the following votes:

Votes for	19,940,527
Votes against	23,420,195
Abstentions	794,037
Broker Non-Votes	2,277,363

3. The proposal to approve, on an advisory basis, the compensation of our named executive officers was approved based upon the following votes:

Votes for	40,991,388
Votes against	809,824
Abstentions	2,353,547
Broker Non-Votes	2,277,363

4. The proposal to act, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers received the following votes:

For 3 Years	13,795,403
For 2 Years	161,660
For 1 Year	29,928,212
Abstentions	269,483
Broker Non-Votes	2,277,363

See Item 5.07(d) below.

5. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011 was approved based upon the following votes:

Votes for	45,805,050
Votes against	354,815
Abstentions	272,257

There were no broker non-votes for this item

6. The proposal to approve any adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the foregoing proposals if there were not sufficient votes for those proposals was approved based upon the following votes:

Votes for	31,876,265
Votes against	13,334,045
Abstentions	1,221,812
There were no broker non-votes for this item

(c) Not applicable.

(d) Based on the results set forth in item (b)(4) above, the Company’s Board of Directors has determined that advisory votes on the compensation of our named executive officers will be submitted to stockholders on an annual basis.

Item 7.01. Regulation FD Disclosure

On May 9, 2011, the Company issued a press release (the “Press Release”) announcing that the Company’s Board of Directors approved an increase to its stock repurchase program authorization by 6 million shares of its common stock. This new authorization, coupled with the remainder of the prior authorization, brings the total shares that can be repurchased from time to time in open market or privately negotiated transactions under the stock repurchase program to approximately 8.3 million shares as of May 9, 2011. Furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Press Release.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of Valassis Communications, Inc., dated May 9, 2011.

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.

	VALASSIS COMMUNICATIONS, INC.
	By:	/s/ Todd Wiseley
Date: May 10, 2011	Name:	Todd Wiseley
	Title:	General Counsel, Senior Vice President, Administration and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of Valassis Communications, Inc., dated May 9, 2011.

EX-99.1

Exhibit 99.1

Valassis Board of Directors Approves Increase in Stock Repurchase Program Authorization

Livonia, Mich., May 9, 2011: Valassis (NYSE: VCI), one of the nation’s leading media and marketing services companies, announced today that our Board of Directors approved an increase to our stock repurchase program authorization by 6 million shares of our common stock. This new authorization, coupled with the remainder of the prior authorization, brings the total shares that can be repurchased from time to time in open market or privately negotiated transactions under the stock repurchase program to approximately 8.3 million shares as of today.

During the first quarter of 2011, we repurchased $45.5 million, or 1,622,785 shares, of our common stock at an average price of $28.04 per share plus commission under our stock repurchase program. The stock repurchase program does not obligate us to acquire any particular amount of shares of common stock, and may be modified or suspended at any time at our discretion. Our ability to make such stock repurchases, if any, is limited by the documents governing our outstanding indebtedness, and our senior secured credit facility basket for 2011 is $192.7 million. We currently intend to spend the majority of our 2011 basket for stock repurchases under our stock repurchase program. The foregoing is subject to change, and we disclaim any obligation to update or revise this information. The stock repurchases, if any, will be funded from existing cash on hand. As of March 31, 2011, we had approximately $230.2 million of cash and cash equivalents.

About Valassis

Valassis is one of the nation’s leading media and marketing services companies, offering unparalleled reach and scale to more than 15,000 advertisers. Its RedPlum™ media portfolio delivers value on a weekly basis to over 100 million shoppers across a multi-media platform – in-home, in-store and in-motion. Through its digital offering, including redplum.com and save.com, consumers can find compelling national and local deals online. Headquartered in Livonia, Michigan with approximately 7,000 associates in 28 states and eight countries, Valassis is widely recognized for its associate and corporate citizenship programs, including its America’s Looking for Its Missing Children^® program. Valassis companies include Valassis Direct Mail, Inc., Valassis Canada, Promotion Watch, Valassis Relationship Marketing Systems, LLC and NCH Marketing Services, Inc. For more information, visit http://www.valassis.com, http://www.redplum.com and http://www.save.com.

Cautionary Statements Regarding Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: price competition from our existing competitors; new competitors in any of our businesses; a shift in client preference for different promotional materials, strategies or coupon delivery methods, including, without limitation, as a result of declines in newspaper circulation; an unforeseen increase in paper or postal costs; changes which affect the businesses of our clients and lead to reduced sales promotion spending, including, without limitation, a decrease of marketing budgets which are generally discretionary in nature and easier to reduce in the short-term than other expenses; our substantial indebtedness, and ability to refinance such indebtedness, if necessary, and our ability to incur additional indebtedness, may affect our financial health; the financial condition, including bankruptcies, of our clients, suppliers, senior secured credit facility lenders or other counterparties; certain covenants in our debt documents could adversely restrict our financial and operating flexibility; fluctuations in the amount, timing, pages, weight and kinds of advertising pieces from period to period, due to a change in our clients’ promotional needs, inventories and other factors; our failure to attract and retain qualified personnel may affect our business and results of operations; a rise in interest rates could increase our borrowing costs; we may be required to recognize additional impairment charges against goodwill and intangible assets in the future; possible governmental regulation or litigation affecting aspects of our business; clients experiencing financial difficulties, or otherwise being unable to meet their obligations as they become due, could affect our results of operations and financial condition; uncertainty in the application and interpretation of applicable state sales tax laws may expose us to additional sales tax liability; and general economic conditions, whether nationally, internationally, or in the market areas in which we conduct our business, including the adverse impact of the ongoing economic downturn on the marketing expenditures and activities of our clients and prospective clients as well as our vendors, with whom we rely on to provide us with quality materials at the right prices and in a timely manner. These and other risks and uncertainties related to our business are described in greater detail in our filings with the United States Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q and the foregoing information should be read in conjunction with these filings. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Mary Broaddus

Director, Investor Relations and Corporate Communications

734-591-7375

broaddusm@valassis.com