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): July 27, 2010 (July 22, 2010)
ANCESTRY.COM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34518
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26-1235962
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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360 West 4800 North, Provo,
UT
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84604
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(801) 705-7000
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On July 22, 2010, Ancestry.com
Inc (the “Company”) entered into a new compensation arrangement
with Joshua Hanna, in connection with his appointment to the position of
Executive Vice President & Head of Global Marketing for the Company, which
appointment was previously reported by Form 8-K filed June 17, 2010.
Mr. Hanna’s new
employment letter provides for a base salary commencing August 1, 2010 of
$260,000 per year and for his continued participation in the Company’s
annual Performance Incentive Program at an annual bonus target of 60% of base
salary. Mr. Hanna’s current expatriate allowance (currently
£125,000 on an annual basis) discontinues effective July 31, 2010. The
employment letter agreement also provides for a $75,000 lump-sum relocation
bonus to cover his relocation costs from London to San Francisco, as well as
payment of the costs of shipping his household goods and certain airfare,
ground transportation, and other expenses. Mr. Hanna will continue to
participate in the Company’s tax equalization policy so that he pays no
more or less tax on his base salary and annual cash incentive compensation than
he would have paid in the United States. In addition, the employment letter
agreement continues reimbursement of tax preparation services for the United
States and United Kingdom so long as he is required to file tax returns in the
United Kingdom.
In connection with this new
arrangement, the Company’s Compensation Committee approved the grant of
60,000 restricted stock units and a non-qualified option to purchase 165,000
shares of the Company’s common stock at its July 22, 2010 meeting,
which equity issuances will become effective on August 2, 2010, and in the
case of the stock option will have an exercise price equal to the fair market
value of the Company’s common stock on that date.
As with his earlier employment
letter agreement, the new employment letter agreement provides that if the
Company terminates Mr. Hanna’s employment without
“cause” or if he terminates for “good reason,” he will
be entitled to receive severance benefits consisting of base salary
continuation and paid COBRA coverage for a period of six months, plus an
additional severance payment equal to 90% of his average annual bonus payment
over the preceding two years, prorated based on the number of months
Mr. Hanna is employed by the Company in the year of termination. In
addition, the new employment agreement provides that if the Company terminates
his employment without “cause” or he resigns for “good
reason” within three months before or twelve months following a change of
control, paid COBRA coverage will increase to twelve months and Mr. Hanna
will be entitled to accelerated vesting of 50% of his then-unvested equity and
equity-based awards.
On July 22, 2010, the
Compensation Committee and the Board of Directors also approved an amendment to
all of the existing employment letter agreements with the executive officers,
including Mr. Sullivan and the other named executive officers other than
Mr. Hanna, to provide for accelerated vesting of the respective
percentage of equity and equity-based awards,
instead of only options, in the event the Company terminates any such
executive’s employment without “cause” or the executive
resigns for “good reason” within three months before or twelve
months following a change of control.
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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.
ANCESTRY.COM INC.
(Registrant)
Date: July 27, 2010
By:
/
s/ William C. Stern
William
C. Stern
General Counsel
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