UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 2006
PlanetOut Inc.
(Exact name of registrant as specified in charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50879
(Commission
File Number)
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94-3391368
(IRS Employer
Identification No.) |
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1355 Sansome Street, San Francisco CA
(Address of principal executive offices)
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94111
(Zip Code) |
Registrant’s telephone number, including area code (415) 834-6500
(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 (see General Instruction
A.2. below):
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 Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Amended Outside Director Compensation Program
On January 26, 2006, the Board of Directors of PlanetOut Inc. (the “Company”) amended the
compensation program for the Company’s non-employee directors (“Outside Directors”) that it had
adopted on December 22, 2005 (the “Outside Director Compensation Program”). A complete description
of the Outside Director Compensation Program was provided in, and filed as an exhibit to, the
Company’s Current Report on Form 8-K filed with the SEC on December 23, 2005, and it is
incorporated herein by reference. The Outside Director Compensation Program, which the Company
adopted in order to retain and attract the services of qualified members of the Board, initially
excluded one of the Company’s Outside Directors, Karen Magee, pending approval from her current
employer for her participation in the Outside Director Compensation Program. Ms. Magee received
such approval from her current employer in early January 2006. Upon recommendation of the
Company’s Compensation Committee, the Board approved an amendment to the Outside Director
Compensation Program on January 26, 2006 to allow Ms. Magee’s participation, while keeping all
other provisions of the Outside Director Compensation Program in place and unchanged. Pursuant to
this amendment, on January 26, 2006, Ms. Magee received a grant of 13,500 non-statutory stock
options, subject to the same vesting provisions and transfer restrictions as the other Outside
Directors’ grants received in December 2005. Ms. Magee will also receive the same cash and equity
compensation as the other Outside Directors under the Outside Director Compensation Program.
Company President Compensation Adjustment
On January 26, 2006, in conjunction with his annual salary review and upon recommendation of
the Compensation Committee, the Board approved a grant of 2,500 shares of restricted common stock
of the Company (“Restricted Shares”) to the Company’s President, Mark Elderkin. The Restricted
Shares are subject to forfeiture should Mr. Elderkin leave the Company before the Restricted Shares
are fully vested. One-fourth of such Restricted Shares will vest on the first anniversary of grant
and 1/48th will vest each month thereafter. The
Compensation Committee also approved an approximately 6% increase in Mr. Elderkin’s annual salary, from $245,000 to $260,000,
with an effective date of January 1, 2006.
A summary of the amendment to the Outside Director Compensation Program and a summary of the
Company President Compensation Adjustment are filed as an exhibit hereto and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Summaries of Amendment to Outside Director Compensation Program
and Company President Compensation Adjustment |