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): June 14, 2007
Move, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-26659
(Commission
File Number)
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95-4438337
(IRS Employer
Identification No.) |
30700 Russell Ranch Road
Westlake Village, California 91362
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (805) 557-2300
Move, Inc.
(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):
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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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
As reported March 13, 2007, on a Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) on March 9, 2007, Alan Yassky, a director of Move, Inc. (the “Company”),
provided the Company with notice of his intention to resign as a director effective as of the
Company’s 2007 annual stockholders meeting. On June 14, 2007, prior to the annual stockholders
meeting, Mr. Yassky resigned as a director of the Company. Since June 2005, Mr. Yassky has served
as the National Association of Realtors® (the “NAR”) representative on the Company’s board of
directors.
By virtue of its ownership of the Company’s sole outstanding share of Series A preferred stock, the
NAR has the right to elect one of the Company’s directors. In addition, if there is any vacancy in
the office of a director elected by the holder of the Series A preferred stock, then a director to
hold office for the unexpired term of such director may be elected by the vote or written consent
of the holder of the Series A preferred stock. Mr. Yassky’s term was scheduled to expire at the
Company’s annual stockholders meeting in 2008. On June 14, 2007, following the resignation of Mr.
Yassky, the Company’s board of directors confirmed the election of Thomas M. Stevens by the NAR as
the new NAR representative on the Company’s board of directors. Mr. Stevens is a Class I director
of the Company and will serve until the annual meeting of stockholders to be held in 2008 or until
his earlier death, resignation or removal. Mr. Stevens is not expected to serve on any committees
of the Company’s board of directors. The Company and NAR are party to certain arrangements that
were described in the Proxy Statement for the Company’s 2007 annual meeting of stockholders filed
with the SEC on April 30, 2007 under the heading “Certain Relationships And Related Transactions —
Operating Agreement with the National Association of REALTORS®”, and in Items 1 and 1A of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2006. These disclosures are
incorporated by reference herein pursuant to General Instruction B.3 of Form 8-K.
As disclosed in the Proxy Statement for the Company’s 2007 annual meeting of stockholders, Mr.
Stevens is the Senior Vice President of Business Development of NRT Incorporated (“NRT”). The
Company and NRT are parties to a Master Distribution Agreement pursuant to which NRT has agreed to
purchase certain of the Company’s products and services offered through the Company’s Realtor.com®
website as disclosed in the Company’s Current Report on Form 8-K filed February 3, 2005. The
Company does not believe that Mr. Stevens has a material interest in the transactions between the
Company and NRT.
On June 14, 2007, the Management Development and Compensation Committee of the Company’s board of
directors approved an increase in the base salary for Lewis R. Belote, III, Chief Financial Officer
of the Company. Mr. Belote’s base salary was increased from $350,000 to $385,000 per year.