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) April 29, 2014

 

 

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 April 29, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of HomeAway, Inc. (the “Company”) approved changes effective April 1, 2014 to the base salaries for the Company’s principal executive officer, principal financial officer and other executive officers as set forth in the table below. The Committee also approved the grant of equity based incentives to the same executive officers, with an effective date of grant of May 1, 2014. The grants were made 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 changes to compensation for Brent Bellm included increases as a result of his promotion from Chief Operating Officer to President and Chief Operating Officer, which promotion the Board of Directors of the Company approved effective May 1, 2014.

The Committee also approved the 2014 Executive 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

  Chief Executive Officer and Chairman     527,875        100     150,000        108,000   

Lynn Atchison

  Chief Financial Officer     336,501        60     37,000        26,500   

Brent Bellm

  President & Chief Operating Officer     400,365        85     82,000        59,000   

Thomas Hale

  Chief Product Officer     336,501        60     50,000        35,000   

Carl Shepherd

  Chief Strategy and Development Officer     336,501        60     37,000        26,500   

Ross Buhrdorf

  Chief Technology Officer     309,412        60     28,500        20,500   

 

(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 effective date of grant. Six and one quarter percent (6.25%) of the shares subject to each stock option will vest three months from the effective date of grant, with the remainder vesting ratably over the next 45 months, subject to continued service through each vesting date. The effective date of grant is May 1, 2014.
(3) Represents the right to receive one share of the Company’s common stock per restricted stock unit. Twenty-five percent (25%) of the restricted stock units will vest each year 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    2014 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: May 2, 2014   By:   /s/ Melissa Frugé
   

Melissa Frugé

Vice President & General Counsel


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    2014 Executive Officer Performance Bonus Plan