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): January 27, 2012

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 906-8472

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))

TABLE OF CONTENTS

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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.

2012 Long-Term Incentive Plan

In 2010, the stockholders approved the Virgin Media Inc. 2010 Stock Incentive Plan (the “Stock Incentive Plan”) to provide key senior managers and executives with long-term incentives. On January 27, 2012, the compensation committee (the “Committee”) of the board of directors (the “Board”) of the Company approved the Company’s 2012 long-term incentive plan (the “2012 LTIP”), which includes the award of stock options and performance shares or restricted stock units to senior employees of the Company and its subsidiaries. The performance shares and restricted stock units are designed to incentivize senior managers to meet stringent business performance targets over a three-year period in order to drive long-term stockholder value.

Overall Structure

The 2012 LTIP is comprised of (1) awards of options to senior employees that vest based solely on time in five equal annual installments, beginning January 1, 2013, and (2) performance share and restricted stock unit awards to senior employees with cliff vesting after three years that are linked to the achievement of performance criteria over the three-year period (January 1, 2012 to December 31, 2014), in each case, subject to continued employment with the Company at the vesting date.

Under the 2012 LTIP, options with a face value of 100% of the recipient’s base annual salary (200% in the case of the Chief Executive Officer) were granted to eligible senior employees, including all of the Company’s named executive officers.

Also under the 2012 LTIP, performance shares or restricted stock units with a face value of 150% of the recipient’s annual base salary (300% in the case of the Chief Executive Officer) were granted to the Company’s named executive officers.

The options will have a ten-year term. The vesting of the options will accelerate in the event that there is a change in control of the Company and the individual’s employment is terminated by the Company without cause or the individual terminates their employment for good reason within 12 months of the change of control event. If vesting of options issued under the Company Stock Option Plan (the “CSOP”) is accelerated, the options subject to accelerated vesting may in certain circumstances cease to qualify for the favorable tax treatment otherwise applicable to CSOP options (unless accelerated vesting is for certain specific good leaver reasons) and the tax treatment will be that applicable to options granted otherwise under the 2012 LTIP.

If the award recipient’s employment terminates prior to the vesting date, the award will be forfeited. The vesting of performance share awards will not accelerate in the event of a change in control of the Company.

Equivalent payments for the restricted stock units may be made in cash rather than common stock at the Committee’s discretion.

Award Date

The options, performance shares and restricted stock units were granted on January 27, 2012.  The average of the high and low market price of the Company’s common stock on the NASDAQ Global Market on the date of award, which the Company uses for calculating award levels, was $24.34 on that date.

Performance Criteria for the Performance Shares and Restricted Stock Units

The performance criteria for the performance shares and restricted stock units are as follows: (i) 50% based on achievement of a cumulative simple cash flow (“SCF”) target in respect of the period from January 1, 2012 through December 31, 2014, being operating income before depreciation,

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amortization, goodwill and other intangible asset impairments and restructuring and other charges, less fixed asset additions on an accrual basis (excluding additions in respect of Electronic Equipment Waste Obligations accrued under the Asset Retirement and Environmental Obligations Topic of the FASB Accounting Standards Codification) and (ii) 50% based on total shareholder value (“TSV”) performance in respect of the period from January 1, 2012 through December 31, 2014 relative to a pre-determined performance comparator group.  Vesting of any SCF-based award with grant date face value of greater than 50% of the recipient’s annual base salary also requires top quartile TSV performance. Further, if TSV growth is negative, the number of restricted stock units vesting based on TSV performance (except in respect of the SCF-based award) will be reduced by half from the percentage otherwise applicable.

The performance criteria include minimum and maximum performance levels. The award documents establish a minimum level for each performance condition below which no shares will vest and a maximum level of performance at which all of the awards will vest. If the performance is below the minimum level, the awards subject to such performance condition will lapse. The performance criteria may be adjusted by the Committee to take account of any material strategic investments or other developments approved by the Board.

2012 Bonus Plan

Each year the Company implements annual incentive bonus programs for its employees intended to reward them only if the Company achieves specific quantitative and qualitative goals, aligned with driving significant operational performance to increase stockholder value.  On February 1, 2012, the Committee approved the Company’s 2012 annual bonus scheme (the “2012 Bonus Plan”) covering almost half of the Company’s employees, including the Company’s named executive officers. The 2012 Bonus Plan offers employees an opportunity to receive a bonus equal to a percentage of their base salary. The percentages range from 5 - 100% of base salary (depending on employee level) for on-target performance of a number of performance targets, with a potential maximum payment of double the on-target percentage payable. Employees also have the opportunity to earn up to 1.5 times the calculated bonus amount depending on the employee’s performance during the year.

In order for any bonuses to be payable, the Company is required to achieve a qualifying financial performance target. If the qualifying target is not achieved, no bonus payments will be made under the 2012 Bonus Plan. If the qualifying target is achieved, bonuses would be payable according to achievement against the Company performance targets, together with a personal performance multiplier based on achievement of individual targets over the course of the year.  The performance metrics for the named executive officers measure: (i) operating cash flow; (ii) customer satisfaction; (iii) customer lifetime value; (iv) Business segment revenue and (v) growth in mobile product penetration in cable homes.  Subject to the achievement of the performance conditions, bonuses will be paid on or around March 31, 2013. Ten percent of any bonus payable to the Company’s named executive officers in March 2012 will be deferred for twelve months and paid in the form of performance shares. Named executive officers may also elect to defer a greater amount than 10% of their bonus into performance shares. The grant date of these performance shares will be the date on which the bonus is to be paid and will vest on the date of the first year anniversary.  Payments made under the 2012 Bonus Plan will be approved by the Committee.

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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.

Dated: February 2, 2012

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