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): December 11, 2012

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.

Amendment to 2012 Annual Equity Awards

On December 11, 2012, the Compensation Committee of the Board of Directors of Orbitz Worldwide, Inc. (the “Company”) approved an amendment to the performance criteria of the performance-based restricted stock units granted to certain of its executive officers in June 2012. Under the revised criteria, the performance criteria can be met in any trailing 12 month period ending on or prior to December 31, 2013, subject to the executive officer's continued employment with the Company at that time.






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:
December 17, 2012
By:
/s/ James F. Rogers
 
 
 
 
Name:
James F. Rogers
 
 
 
 
Title:
Senior Vice President,
Secretary and General Counsel