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 10, 2006
NeuStar, 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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001-32548
(Commission
File Number)
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52-2141938
(IRS Employer
Identification No.) |
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46000 Center Oak Plaza
Sterling, Virginia
(Address of principal executive offices)
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20166
(Zip Code) |
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Registrants telephone number, including area code
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(571) 434-5400 |
N/A
(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)
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))
Item 1.01. Entry into a Material Definitive Agreement
On April 10, 2006, the board of directors of NeuStar, Inc. (the Company) approved, upon the
recommendation of the Companys Compensation Committee, a new policy with respect to director
compensation to take effect on July 1, 2006. This policy will replace the companys current
director compensation policy in its entirety. Under this new policy, non-management directors will
receive an annual retainer of $35,000. Committee chairs will receive an additional annual retainer
as follows: $10,000 for the Audit Committee, $7,500 for the Compensation Committee and Nominating
and Corporate Governance Committee, and $5,000 for the Neutrality Committee and any special
committee formed by the board of directors. Audit Committee members will receive an additional
annual retainer of $5,000. All amounts will be paid to directors quarterly in arrears.
Non-management directors will also receive an annual restricted stock unit grant equal to
$110,000 divided by the closing price of NeuStar stock on the date of grant, which for the current
year will occur on the later to occur of July 1, 2006 or the date on which directors are duly
elected at the 2006 Annual Meeting of Stockholders. In each year after 2006, such grants shall be
made on the first day of the calendar month following the election of directors at the annual
meeting of the Companys stockholders. These restricted stock units will fully vest on the first
anniversary of the date of grant. Upon vesting, each directors restricted stock units will be
automatically deferred into deferred stock units, which will be delivered to the director in shares
of NeuStar stock six months following the directors termination of Board service.
The grants described above are to be made pursuant to the Form of Directors Restricted Stock
Unit Agreement, which sets forth the terms and conditions of restricted stock units granted under
the NeuStar, Inc. 2005 Stock Incentive Plan, including grants to the Companys directors. A copy
of the Form of Directors Restricted Stock Unit Agreement is attached as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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99.1
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Summary Description of Non-Management Director Compensation |
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99.2
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Form of Directors Restricted Stock Unit Agreement |