Attached files
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| EX-99.1 - EXHIBIT 99.1 - AMBASSADORS GROUP INC | ex99_1.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)
August 1, 2011
AMBASSADORS GROUP, INC.
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Delaware
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No. 0-33347
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91-1957010
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Dwight D. Eisenhower Building, 2001 S Flint Road, Spokane, WA 99224
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(509) 568-7800
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 1, 2011, Nilofer Merchant was appointed as a Class III Director of the Company to fill an existing vacancy on the Board.
Ms. Merchant has not served as a Board member for the Company in the past. There are no other arrangements or understandings between Ms. Merchant and any other person pursuant to which Ms. Merchant was appointed to the Board of Directors of the Company. Furthermore, Ms. Merchant is not a party to any transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Merchant will serve on the Company’s Audit Committee. Each of the Company’s non-employee directors receive an annual fee of approximately $52,000 per year, paid $24,000 in cash and approximately $28,000 in equity. Moreover, each of the Company’s non-employee directors receive $1,000 per Board meeting attended. Equity compensation is divided between options and restricted stock grants. Pursuant to the Company’s Equity Incentive Plan, each grant of non-qualified stock options is granted at the fair market value of the common stock on the date of grant and vests in four equal annual installments commencing one year from the date of grant. Each grant of restricted stock is granted at the fair market value of the common stock on the date of grant and vests the earlier of one year from the date of grant or the date of the Company’s next annual meeting. Additionally, each director is reimbursed for certain out-of-pocket expenses incurred in connection with attendance at Board meetings.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1: Press Release, dated August 1, 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.
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AM AMBASSADORS GROUP, INC.
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Date: August 1, 2011
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By: By:
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Anthony F. Dombrowik
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ChJ.Anthony F. Dombrowik
Senior Vice President, Chief Financial Officer
(Principal financial officer)
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.1
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Press Release, dated August 1, 2011
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