Activision Blizzard 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13
OR 15(d) OF THE
Date of report (Date of earliest event reported): February 2, 2010
ACTIVISION BLIZZARD, INC.
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (310) 255-2000
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2010, Activision Publishing, Inc. (Activision Publishing), a wholly owned subsidiary of Activision Blizzard, Inc. (the Company), entered into an amendment to Ann Weisers employment agreement with Activision Publishing (the Amendment).
Pursuant to the Amendment, the term of Ms. Weisers employment with Activision Publishing under her agreement has been extended to August 31, 2012. On March 7, 2010, Ms. Weisers annual base salary will be increased to $550,000 per year, and may be further increased during the term. Effective March 1, 2010, Ms. Weiser will cease to receive mortgage assistance and related tax reimbursements and, in exchange therefore, Ms. Weiser will receive a payment $81,000.
Further, subject to the approval of the Compensation Committee of the Companys Board of Directors, Ms. Weiser will receive a grant of 100,000 restricted stock units representing the right to receive shares of the Companys common stock, which will vest in full on August 31, 2012 and be subject to the terms of the Activision Blizzard, Inc. 2008 Incentive Plan and the Companys standard forms of employee award agreement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 2, 2010, the Board of Directors of the Company approved an amendment and restatement of the Companys Amended and Restated By-laws (the Bylaws).
Section 2.7 of the Bylaws was amended and restated to provide that, should the Companys Chief Executive Officer not be present at a meeting of the Companys stockholders, he or she may designate a person to preside at such meeting in his or her stead. (The Bylaws previously required the Chief Executive Officer or a President of the Company to preside at all meetings of the Companys stockholders.) Sections 2.6(b), 2.10 and 2.12 of the Bylaws were revised in a manner consistent with that change (specifically, references from presiding officer were replaced with references to presiding person).
The Amended and Restated Bylaws, as amended and restated, are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
3.1 Amended and Restated By-Laws of Activision Blizzard, Inc., as amended and restated as of February 2, 2010
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.