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VDSI > SEC Filings for VDSI > Form 8-K on 17-Dec-2012All Recent SEC Filings

Show all filings for VASCO DATA SECURITY INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VASCO DATA SECURITY INTERNATIONAL INC


17-Dec-2012

Change in Directors or Principal Officers, Financial Statem


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

On December 12, 2012, the Board of Directors (the "Board") of VASCO Data Security International, Inc. (the "Company"), based upon the recommendation of the Board's Corporate Governance and Nominating Committee, elected Matthew Moog to serve on the Company's Board of Directors. In connection with the election, the Board expanded the size of the Board to six directors. Mr. Moog will serve for a term expiring at the Company's annual meeting of stockholders in 2013 and until his successor shall have been elected and qualified or until his earlier resignation or removal.

There is no agreement or understanding between Mr. Moog and any other person pursuant to which he was appointed to the Board. Mr. Moog is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Board has appointed Mr. Moog to serve on the Audit, Compensation, and Corporate Governance and Nominating Committees.

As a non-employee director, in accordance with the Company's Director Compensation Policy, Mr. Moog will receive a pro rata portion of the $95,000 annual non-executive equity retainer, $45,000 annual cash retainer, and annual fees of $4,000, $3,000 and $3,000 for serving as a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, respectively. For 2012, the pro-rata portion of the non-executive equity retainer will be paid in cash to Mr. Moog.

The full text of the press release issued in connection with Mr. Moog's election to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

              Exhibit
              Number    Description

              99.1      VASCO Press Release dated December 17, 2012.


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