Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangement of Certain Officers On October 9, 2009, the Compensation Committee of the Board of Directors of Global Traffic Network, Inc. (the "Company") approved modifications to the base salary and non-equity incentive compensation plan for Ivan N. Shulman, the Company's Senior Vice President - Sales. Under the modified compensation terms, which will become effective January 1, 2010, Mr. Shulman's annual base salary will be reduced from $350,000 to $250,000, and Mr. Shulman will be entitled to receive cash "override" commissions equal to 2% of the increase in net quarterly sales of the Company's Canadian operations over the net quarterly sales in the prior year's corresponding quarter. In addition, Mr. Shulman is eligible to receive a 10% sales commission on certain pre-approved customer accounts. Mr. Shulman will continue to be eligible for quarterly cash bonuses of $15,000, $30,000 or $45,000 based upon on the Company's Canadian operations achieving 95%, 100% or 105% of the applicable quarterly sales target.
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.

---

Global Traffic Network, Inc., a Nevada corporation

Date: October 13, 2009 By: /s/ Scott E. Cody Scott E. Cody, Chief Operating Officer and Chief Financial Officer