Current Report Filing (8-k)
March 06 2013 - 4:08PM
Edgar (US Regulatory)
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): February 28, 2013
ZIPREALTY, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
000-51002 |
94-3319956 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2000 Powell Street,
Suite 300
Emeryville, CA 94608 |
(Address of principal
executive offices)
(Zip Code) |
Registrant’s telephone number, including area code: (510) 735-2600 |
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Not Applicable |
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(Former name or former address, if changed since last report.) |
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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):
| ¨ | 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. |
(e) On February 28, 2013, the Compensation
Committee of the Board of Directors of ZipRealty, Inc. (the “Company”) approved the following compensation arrangements
for the Company’s Chief Executive Officer and Chief Financial Officer:
| · | Mr. Charles C. (Lanny) Baker, Chief Executive Officer and President, a grant of an option to purchase 500,000 shares of the
Company’s common stock; and |
| · | Mr. Eric L. Mersch, Senior Vice President, Chief Financial Officer and Chief Accounting Officer, a grant of an option to purchase
50,000 shares of the Company’s common stock. |
For each grant, the option vests as to 25%
of those shares on the first anniversary of the date of grant and then vests ratably on a monthly basis over the following three
years. Each vesting event is subject to the officer’s continued service to the Company on that date. The options were granted
at an exercise price of $3.84 per share, which was the closing price of the Company’s common stock on the NASDAQ Stock Market
on the date of grant.
Also, on February
28, 2013, and following Compensation Committee approval and recommendation, the Board of Directors approved a Management Incentive
Plan — Fiscal Year 2013. Eligible persons under the plan include all headquarters-based “exempt” (pursuant
to federal and state wage and hour laws) employees who are employed by the Company during the period defined in the Plan (other
than the President of Brokerage Operations, Regional Vice Presidents overseeing sales, and all other sales management who are covered
under separate incentive arrangements). The plan has been designed to motivate these employees to achieve the Company’s financial
and operational goals for fiscal year 2013. Payments under the plan are subject to the Company’s achievement of minimum
revenue and Adjusted EBITDA (defined under the plan as net income (loss) less interest income plus interest expense, provision
for income taxes, depreciation and amortization expense, stock-based compensation and further adjusted to eliminate the impact
of certain items that we do not consider reflective of the Company’s ongoing core operating performance) thresholds for fiscal
year 2013, at which point an incentive pool begins to fund. Incentives earned under the plan are structured as a single annual
payment to be paid in cash. The Compensation Committee has determined that, of the incentive pool, Mr. Baker is eligble
to earn 18% and Mr. Mersch is eligible to earn 9%, provided that the Compensation Committee reserves
the right to modify payments under the plan for any individual based on substandard or exceptionally outstanding performance. Incentive
payments under the plan are subject to other terms and conditions, as set forth more fully in the copy of the plan that is filed
as an exhibit to this report.
| Item 9.01 | Financial
Statements and Exhibits. |
| 10.1 | Management Incentive Plan – Fiscal Year 2013 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ZIPREALTY, INC. |
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a Delaware corporation |
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Dated: |
March 6, 2013 |
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By: |
/s/ Samantha E. Harnett |
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Samantha E. Harnett |
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Senior Vice President of Business Development, General Counsel
and Secretary |
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INDEX TO EXHIBITS
Exhibit |
Description |
10.1 |
Management Incentive Plan – Fiscal Year 2013 |
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