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EX-10.1 - EX-10.1 - Actua Corpd882793dex101.htm
EX-10.2 - EX-10.2 - Actua Corpd882793dex102.htm

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of earliest event reported: February 27, 2015

 

 

Actua Corporation

 

 

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-16249   23-2996071

(State of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

555 East Lancaster Avenue, Suite 640, Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(Registrant’s telephone number, including area code)

 

 

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

2015 Performance Plan and Performance Shares

On February 27, 2015, Actua’s (“Actua’s”) Board of Directors (the “Board”) established the Actua 2015 Performance Plan (the “Performance Plan”). The Performance Plan sets forth specific business goals against which Actua’s executive officers and other employees will be measured for the purpose of awarding bonuses and vesting performance shares for the year ending December 31, 2015. Awards under the Performance Plan can range from between 0% and 200% of an individual’s target amount.

Actua’s 2015 goals under the Performance Plan include quantitative goals representing 80% of the bonus potential and qualitative goals representing 20% of the bonus potential. The relative weighting of each element of the Actua-specific goals is as follows:

 

    50% of the potential bonus award is tied to the achievement by Actua’s consolidated companies (i.e., BOLT Solutions Inc., FolioDynamics Holdings, Inc., GovDelivery Holdings, Inc. and MSDSonline Holdings, Inc.) of a specified consolidated GAAP revenue goal;

 

    10% of the potential bonus award is tied to the achievement by Actua of a specified consolidated adjusted non-GAAP net income/loss goal;

 

    20% of the bonus potential is tied to the achievement by Actua of a specified consolidated adjusted non-GAAP cash flow from operations goal; and

 

    20% of the potential bonus is tied to Actua’s execution against the following qualitative goals: (1) allocation of capital and corporate development, (2) execution of strategic initiatives, (3) brand enhancement and (4) reaction to unforeseen market/business conditions.

Following the end of the 2015 year, the Compensation Committee of the Board (the “Compensation Committee”) will evaluate Actua’s 2015 performance and determine the extent (expressed as a percentage) to which the 2015 Actua Performance Plan goals and individual goals, if applicable, were achieved (such percentage, the “Achievement Percentage”). The Compensation Committee will then provide for the vesting of performance shares and/or award cash bonuses in accordance with each individual’s Achievement Percentage under the terms of the Performance Plan.

On February 27, 2015, the members of Actua’s senior management team, including each of Actua’s executive officers, were issued performance shares valued at 150% of their respective individual target bonuses under the Performance Plan, based on a per share price of $16.76 (i.e., the closing price of Actua’s Common Stock on that date) (such shares, the “Performance Shares”). If and to the extent that any such individual’s Achievement Percentage is determined to be:

 

    greater than 0% but less than 150%, a percentage of his or her shares equal to two-thirds multiplied by the Achievement Percentage will vest; or

 

    greater than or equal to 150%, all of his or her Performance Shares will vest.

Any bonus payable under the Performance Plan to a recipient of Performance Shares by virtue of that recipient’s Achievement Percentage exceeding 150% would be paid in cash. Any bonuses paid to Actua employees that are not members of the senior management team would be paid solely in cash based on such individual’s Achievement Percentage.


The foregoing descriptions of the Performance Plan and the Performance Shares do not purport to be complete and are qualified in their respective entireties by reference to the actual text of the Performance Plan and the form of 2015 Performance Plan Restricted Share Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:

 

Exhibit
No.

  

Description

10.1    Actua 2015 Performance Plan
10.2    Form of 2015 Performance Plan Restricted Share Agreement


SIGNATURE

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, thereunto duly authorized.

 

ACTUA CORPORATION
Date: March 3, 2015 By:

/s/ Suzanne L. Niemeyer

Name: Suzanne L. Niemeyer
Title: Managing Director, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Actua 2015 Performance Plan
10.2    Form of 2015 Performance Plan Restricted Share Agreement