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EX-99.1 - EX-99.1 - Orbitz Worldwide, Inc.exhibit991item5.htm
 

 
 
 
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 21, 2011
 
ORBITZ WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
1-33599
 
20-5337455
(Commission File Number)
 
(I.R.S. Employer Identification No.)
500 W. Madison Street, Suite 1000, Chicago, Illinois
 
60661
(Address of Principal Executive Offices)
 
(Zip Code)
 
(312) 894-5000
(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):
 
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.
 
On March 21, 2011, Paul C. Schorr, IV resigned effective immediately as a director and member of the executive committee of Orbitz Worldwide, Inc. (the “Company”). On March 23, 2011, William C. Cobb also resigned as a director of the Company and as a member of the audit, compensation, and nominating and corporate governance committees of the Company. Mr. Schorr resigned due to increasing demands of his business activities. As previously reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2011, Mr. Cobb previously notified the Company that he did not intend to stand for reelection at the Company's 2011 Annual Meeting of Shareholders (the "Annual Meeting") to devote more time to his other business and personal interests. Mr. Cobb resigned prior to the expiration of his term at the Annual Meeting, because the nominating & corporate governance committee identified a suitable director replacement who was available to begin service immediately.
 
         Effective March 25, 2011, the Board of Directors appointed Robert L. Friedman and Kristina M. Leslie to the Board. Mr. Friedman was appointed as a Class III director and as a member of the executive committee to fill the vacancy on the Board created by the departure of Mr. Schorr and will serve for the term expiring at the 2013 Annual Meeting of Shareholders. Ms. Leslie was appointed as a Class I director and as a member of the audit, compensation, and nominating & corporate governance committees to fill the vacancy on the Board created by the departure of Mr. Cobb and will serve for the term expiring at the Annual Meeting. Ms. Leslie will stand for election by the Company's shareholders at the Annual Meeting on June 1, 2011. On March 25, 2011, the Board also appointed Jill Greenthal to serve as Mr. Cobb's replacement as chair of the nominating & corporate governance committee.      
 
Mr. Friedman was designated by Travelport Limited to replace Mr. Schorr on the Board and any committees thereof. There are no related party transactions with either Mr. Friedman or Ms. Leslie required to be disclosed under Item 404(a) of Regulation S-K.
 
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
Exhibit No.
 
 
99.1
 
Press Release, dated March 25, 2011.

 

 

 
 
 
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.
 
 
 
 
 
        
 
 
ORBITZ WORLDWIDE, INC.
 
 
 
 
 
 
Dated: March 25, 2011
By:
/s/ James P. Shaughnessy
 
 
 
Name:
James P. Shaughnessy
 
 
 
Title:
Senior Vice President, Chief Administrative Officer and General Counsel
 
 
 

 

 

 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description
99.1
 
Press Release, dated March 25, 2011.