Edgar Filing: VALASSIS COMMUNICATIONS INC

VALASSIS COMMUNICATIONS, INC.

/s/ Todd Wiseley

Date: December 8, 2010

Todd Wiseley

General Counsel and Senior Vice President, Administration

Form 8-K

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 3, 2010

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-10991

38-2760940

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


19975 Victor Parkway, Livonia, MI		48152
(Address of Principal Executive Offices)		(Zip Code)

(734) 591-3000

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))

Items to be Included in this Report

Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2010, Marcella A. Sampson, a director of Valassis Communications, Inc. (the “Company”), notified the Company that she plans to retire from the Company’s Board of Directors (the “Board”) and all committees of the Board she serves on, effective December 31, 2010. Ms. Sampson has been a member of the Board since 1998 and is currently serving as a member of the Board’s Compensation/Stock Option Committee and Corporate Governance/Nominating Committee. We expect that, upon Ms. Sampson’s retirement, the size of the Board will be reduced back to nine members (which was the size until Thomas Reddin’s appointment in June 2010).

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 hereunto duly authorized.