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
May 22, 2012
Date of Report (Date of Earliest Event Reported)
HARRIS INTERACTIVE INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-27577 | 16-1538028 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| 161 Sixth Avenue, New York, New York | 10013 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number Including Area Code: (212) 539-9600
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2012, the Compensation Committee of the Board of Directors (the “Board”) of Harris Interactive Inc. (the “Company”) recommended, and the Board approved, additional director compensation for Alan Gould, as consideration for the significant time he has agreed to continue to commit in assisting the Company with its product development and innovation efforts during the period that commenced on May 1, 2012 and ends on October 31, 2012. Specifically, Mr. Gould will receive an additional cash retainer of $50,000, payable in monthly installments, as follows: $12,500 in May and June 2012, and $6,250 in each of July through October 2012. Mr. Gould also will receive a restricted stock grant of 30,000 shares that vest on a monthly basis, as follows: 7,500 shares on May 31 and June 30, 2012, and 3,750 shares on each of July 31, August 31, September 30, and October 31, 2012.
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.
HARRIS INTERACTIVE INC.
(Registrant)
| By: | /s/ Eric W. Narowski | |
| Name: | Eric W. Narowski | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) |
Dated: May 24, 2012