- Current report filing (8-K)
April 11 2011 - 4:09PM
Edgar (US Regulatory)
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 11, 2011 (April 6, 2011)
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))
o
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 April 6, 2011, Ancestry.com
Inc. (the “Company”) entered into a new employment letter with Timothy Sullivan, its President and Chief Executive Officer. The
new employment letter replaces the compensation arrangement dated July 20, 2009, as
amended July 22, 2010, and has a term of five years.
Mr. Sullivan remains an “at
will” employee. The employment letter agreement executed with
Mr. Sullivan continues his base salary at $350,000 per year and his
participation in the Company’s annual Performance Incentive Program at an
annual bonus target of not less than 100% of base salary.
The employment letter agreement also
provides for the grant of 150,000 restricted stock units and a non-qualified
option to acquire 300,000 shares of the Company’s common stock, which are
expected to be awarded on the first date that grants can be made under the
Company’s equity issuance policy following the release of first quarter
results. Except as provided below, the restricted stock units and the stock
option will vest with respect to 33% of the shares represented on each of the
third and fourth anniversaries of the grant date and will vest with respect to
34% of the shares represented on the fifth anniversary.
The employment letter agreement
provides that if the Company terminates Mr. Sullivan’s employment
without “cause” (other than as a result of his death or disability)
or if he terminates for “good reason,” he will be entitled to a
severance amount equal to the sum of 12 months of base salary and one
times his average annual bonus over the three fiscal years preceding the date
of termination, payable in 12 equal monthly installments. In addition, the
employment letter agreement provides that if the Company terminates his
employment without “cause” (other than as a result of his death or
disability) or he resigns for “good reason” within three months
before or 24 months following a change of control, he will be entitled to
a severance amount equal to two times the sum of his annual base salary and
such average annual bonus, payable in a lump sum. In such
circumstances,
Mr. Sullivan will also be entitled to accelerated vesting of 100% of his
then-unvested equity and equity-based awards. In either event (such termination
in connection with or not in connection with a change of control), the Company
will reimburse Mr. Sullivan for an 18-month period for life insurance
premiums and for up to 18 months of COBRA premiums for continuation of his
health insurance coverage.
Mr. Sullivans new employment letter does not provide for a gross-up payment in the event he is
subject to the excise tax imposed on excess parachute payments (as defined under Section 280G of
the federal tax code). Instead, the letter contains a best after-tax result provision in which
payments to Mr. Sullivan in connection with a change of control will either be paid in full or
reduced to the level at which no payment would be subject to the excise tax, whichever results in
the largest after-tax payment to Mr. Sullivan after taking into account income, employment and
excise taxes that may be imposed on such payments.
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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.
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ANCESTRY.COM INC.
(Registrant)
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Date : April 11, 2011
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By:
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/s/ William C. Stern
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William C. Stern
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General Counsel
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3
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