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) March 27, 2012

 

 

HomeAway, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35215   20-0970381

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1011 W. Fifth Street, Suite 300

Austin, Texas 78703

(Address of principal executive offices, including zip code)

(512) 684-1100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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.

On March 27, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of HomeAway, Inc. (the “Company”) approved changes effective April 1, 2012 to the base salaries for the Company’s principal executive officer, principal financial officer and named executive officers as set forth in the chart below. We have also included Ross Buhrdorf, our Chief Technology Officer, who will be a named executive officer for 2011. The Committee also approved the grant of equity based incentives to the same executive officers pursuant to the Company’s 2011 Equity Incentive Plan and its related agreements, copies of which have been filed with the Securities and Exchange Commission.

The Committee also approved the 2012 Executive Officer Performance Bonus Plan (the “Bonus Plan”), in which each of the Company’s executive officers is eligible to participate. Pursuant to the Bonus Plan, the target bonus percentage for each of the same officers was set as provided in the table below. The foregoing description of the Bonus Plan is qualified in its entirety by reference to the actual terms of the Bonus Plan. The Bonus Plan is filed as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.

 

Officer

  

Title

   Base
Salary
   Target
Bonus(1)
    Stock
Options(2)
     Restricted
Stock
Units(3)
 

Brian Sharples

   President, Chief Executive Officer and Chairman    500,000      100     115,240         0   

Lynn Atchison

   Chief Financial Officer    318,700      60     56,844         13,155   

Brent Bellm

   Chief Operating Officer    360,000      75     80,668         18,669   

Thomas Hale

   Chief Product Officer    318,700      60     49,956         11,561   

Carl Shepherd

   Chief Strategy and Development Officer    318,700      60     52,848         12,231   

Ross Buhrdorf

   Chief Technology Officer    285,000      60     59,792         13,838   

 

(1) The target bonus is a percentage of base salary.
(2) All options granted have an exercise price equal to the closing price per share of the Company’s common stock on the date of grant. Six and one quarter percent (6.25%) of the shares subject to each stock option will vest on July 1, 2012, with the remainder vesting ratably over the next 36 months, subject to continued service through each vesting date.
(3) Represents the right to receive one share of the Company’s common stock per restricted stock unit. Six and one quarter percent (6.25%) of the restricted stock units will vest each quarter over a period of four years, subject to continued service through each vesting date.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

  10.1 2012 Executive Officer Performance Bonus Plan


SIGNATURES

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.

 

      HOMEAWAY, INC.
Date: March 29, 2012     By:   /s/ Lynn Atchison
      Lynn Atchison
      Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    2012 Executive Officer Performance Bonus Plan