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 2, 2009
(Exact
name of registrant as specified in its charter)
Delaware
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000-26427
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77-0454966
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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12959 Coral Tree
Place, Los Angeles, CA
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90066-7020
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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: (310)
482-5800
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:
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)
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o 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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On April 2, 2009, the compensation
committee of our Board of Directors approved a non-equity incentive plan for
2009 (the “2009 Plan”) under which seven members of our executive management,
including our named executive officers, are eligible for cash bonus awards. The
2009 Plan sets a base level aggregate bonus pool (the “Base Pool”) and provides
that the actual bonus pool for 2009 could range from zero to twice the Base Pool
based on our performance in 2009 relative to targets for revenue, pro-forma
EBITDA and customer acquisition. The compensation committee set the amount of
the Base Pool so that, if executive management performs at a reasonable level,
as a group they would receive a total cash compensation for 2009 at
approximately the median level versus benchmarks set using comparable
individuals at comparable companies. However, the compensation committee retains
the discretion to adjust the size of the bonus pool, for example to take into
account factors such as further deterioration in the economic
environment.
After it
determines the final bonus pool after year end, the compensation committee will
allocate the bonus pool based on its assessment of the individual performance of
each participating employee as well as that employee’s overall compensation
level versus relevant benchmarks set using comparable individuals at comparable
companies. No individual has an individual bonus guarantee under the 2009
Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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Stamps.com
Inc.
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(Registrant)
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April
7, 2009
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/s/
Kenneth McBride
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Date
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(Signature)
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Kenneth
McBride,
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Chief
Executive Officer
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