Amended Current Report Filing (8-k/a)
September 20 2013 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of
earliest event reported):
May 30, 2013
ZIPREALTY, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-51002
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94-3319956
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification
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incorporation)
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No.)
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2000 Powell
Street, Suite 300
Emeryville,
CA 94608
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(Address of principal
executive offices)
(Zip Code)
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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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As reported on a Form 8-K filed on June
5, 2013, ZipRealty, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 30, 2013, at which time the
Company’s stockholders approved, in an advisory “say-on-frequency” vote, a frequency of every one year for the
holding of future stockholder advisory “say-on-pay” votes on executive compensation. As reported on an amendment to
that Form 8-K filed on September 9, 2013, given the tightness of the say-on-frequency voting results between the frequencies of
three years and one year, the stockholders’ overwhelming support for the Company’s executive compensation program in
its say-on-pay-vote, and the strong preference of the Company’s Board of Directors (the “Board”) for an alignment
of say-on-frequency voting with the Compensation Committee’s typical three-year review cycle for executive compensation,
among other reasons, the Board initially decided to include a say-on-pay vote in its proxy materials every three years.
The Board values the views of the Company’s
stockholders, and it has welcomed additional comments from stockholders on its position. Stockholders who have contacted the Board
have expressed a strong interest in a frequency of every one year for say-on-pay voting. Accordingly, the Board has reconsidered
its position, and it has determined to follow the voting results from Annual Meeting of Stockholders and to include a stockholder
advisory vote on executive compensation in its proxy materials every year until the next required say-on-frequency vote.
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: September 20, 2013
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By:
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/s/ Samantha E. Harnett
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Samantha E. Harnett
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Senior Vice President of Business
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Development, General Counsel and Secretary
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