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

(c)

On December 4, 2012, ValueClick, Inc.'s (the "Company") board of directors elected John Giuliani as the Company's new president and chief executive officer, effective immediately. Mr. Giuliani has been a member of the Company's board of directors since August 2011 and has held the role of chief operating officer since April 3, 2012. Prior to April 3, 2012, Mr. Giuliani served as president of the Company's Dotomi division, which was acquired by the Company on August 31, 2011. Prior to August 31, 2011, Mr. Giuliani served as the chairman of the board and chief executive officer of Dotomi, Inc. from December 2005 to August 2011.

Mr. Giuliani succeeds James R. Zarley, who has served as the Company's chief executive officer from 1999 to May 2007, executive chairman of the board from May 2007 to April 2010, and president and chief executive officer from April 2010 to present. Mr. Zarley has been named ValueClick's executive chairman of the board of directors.

Mr. Giuliani's and Mr. Zarley's compensation arrangements remain unchanged.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press Release dated December 5, 2012, issued by ValueClick, Inc. (filed herewith).

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