v39667_8k050313.htm

 
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): May 3, 2013
 
VALASSIS COMMUNICATIONS, INC.

 
         
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:
 
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))


 
 
 

Items to be Included in this Report
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e) As described below under Item 5.07, on May 3, 2013, the stockholders of Valassis Communications, Inc. (the “Company”) approved (i) the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), and (ii) the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan (the “Bonus Plan”).  Descriptions of the material terms of the Omnibus Plan and the Bonus Plan are set forth under the headings “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m) (Proposal 2)” and “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m) (Proposal 3),” respectively, in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 3, 2013 (the “Proxy Statement”), which descriptions are hereby incorporated into this Item 5.02 by reference. The descriptions of the Omnibus Plan and the Bonus Plan are qualified in their entirety by reference to the actual terms of the Omnibus Plan and the Bonus Plan, which are set forth in Exhibit C and Exhibit D, respectively, to the Proxy Statement and incorporated herein by reference.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
(a) The Company’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 3, 2013.
 
(b) Stockholders voted on the matters set forth below:
 
1. The nominees for election to the Board of Directors were elected, until the next annual meeting of stockholders or until their respective successors are duly elected and qualified, based upon the following votes:
 
                               
 
Nominee
 
  
Votes For
  
  
Votes Against
  
  
Abstentions
  
  
Broker Non-Votes
Joseph B. Anderson, Jr.
  
  
28,201,939
  
  
  
2,455,652
  
  
  
332,045
  
  
  
4,516,420
Kenneth V. Darish
  
  
30,478,395
  
  
  
149,509
  
  
  
361,732
  
  
  
4,516,420
Robert A. Mason
  
  
30,549,561
  
  
  
384,964
  
  
  
55,111
  
  
  
4,516,420
Robert L. Recchia
  
  
28,001,810
  
  
  
2,938,147
  
  
  
49,679
  
  
  
4,516,420
Thomas J. Reddin
  
  
30,504,227
  
  
  
123,677
  
  
  
361,732
  
  
  
4,516,420
Alan F. Schultz
  
  
28,399,442
  
  
  
2,270,571
  
  
  
319,623
  
  
  
4,516,420
Wallace S. Snyder
  
  
30,511,811
  
  
  
123,751
  
  
  
354,074
  
  
  
4,516,420
Luis A. Ubiñas
    
30,566,596
      
67,279
      
355,761
      
4,516,420
Ambassador Faith Whittlesey
  
  
30,539,088
  
  
  
127,087
  
  
  
323,461
  
  
  
4,516,420
 
2. The proposal to approve the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan was approved based on the following votes:
 
       
Votes for
  
  
24,428,001
Votes against
  
  
5,103,898
Abstentions
  
  
1,457,737
Broker Non-Votes
  
  
4,516,420
 
3.  The proposal to approve the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan was approved based on the following votes:
 

Votes for
  
  
28,940,375
Votes against
  
  
588,354
Abstentions
  
  
1,460,907
Broker Non-Votes
  
  
4,516,420
 


 
 
 

 
4. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
 
       
Votes for
  
  
28,951,370
Votes against
  
  
573,896
Abstentions
  
  
1,464,370
Broker Non-Votes
  
  
4,516,420
 
5. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved based upon the following votes:
 
       
Votes for
  
  
35,085,343
Votes against
  
  
405,029
Abstentions
  
  
15,684
 
There were no broker non-votes for this item.

6. The proposal to approve any adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the foregoing proposals if there were not sufficient votes for those proposals was approved based upon the following votes:
 
       
Votes for
  
  
18,774,121
Votes against
  
  
16,702,303
Abstentions
  
  
29,632
 
There were no broker non-votes for this item.
 
Item 7.01
Regulation FD Disclosure.
 
On May 8, 2013, the Company issued a press release (the “Press Release”) announcing that the Company’s Board of Directors approved an increase to its stock repurchase program authorization by 6 million shares of its common stock. Furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K is a copy of the Press Release.
 
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
     
 
Exhibit No.
 
  
Description
   
10.1
  
Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit C to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
10.2
  
Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan (incorporated by reference to Exhibit D to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
99.1
  
The sections entitled “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m)” and “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m)” appearing in the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (incorporated by reference to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
99.2
  
Press release of Valassis Communications, Inc., dated May 8, 2013


 
 
 

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.
 
             
       
VALASSIS COMMUNICATIONS, INC.
       
       
By:
  
/s/ Todd Wiseley
Date: May 8, 2013
      
Name:  
  
Todd Wiseley
       
Title:
  
General Counsel, Executive Vice President of Administration and Secretary


 
 
 

Exhibit Index
 
     
 
Exhibit No.
 
  
Description
   
10.1
  
Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit C to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
10.2
  
Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan (incorporated by reference to Exhibit D to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
99.1
  
The sections entitled “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m)” and “Approval of the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan, Including Approval of the Material Terms of the Performance Goals Under the Plan for Purposes of Code Section 162(m)” appearing in the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (incorporated by reference to the Valassis Communications, Inc. Definitive Proxy Statement on Schedule 14A (SEC File No. 001-10991) filed on April 3, 2013)
99.2
  
Press release of Valassis Communications, Inc., dated May 8, 2013