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):  07/22/2011
 
LookSmart, Ltd.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-26357
 
Delaware
  
13-3904355
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
55 Second Street
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
 
415-348-7000
(Registrant’s telephone number, including area code)
 
N/A
(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:

[  ]   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.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On July 22, 2011, the Compensation Committee of the Company's Board of Directors approved terms for the Company's fiscal third quarter 2011 Profit-Sharing Plan for all non-sales related employees, including executives. Under the Plan, eligible executives may receive cash incentive payments based on the Company's achievement against certain revenue and profitability goals. The profit-sharing percentages for each eligible executive at 100% attainment range from 25% to 40% of eligible compensation earned during the quarter.
 

 

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.
 
           
LookSmart, Ltd.
 
 
Date: August 02, 2011
     
By:
 
/s/    William F. O'Kelly

               
William F. O'Kelly
               
SVP Operations & Chief Financial Officer