Item 8.01 Other Events.

Adoption of the Compensation Recovery Policy

On December 12, 2012, the Compensation Committee (the "Committee") of the Board of Directors of Valassis Communications, Inc. ("Valassis") adopted a Compensation Recovery Policy (the "Policy"), effective December 12, 2012, that is applicable to its current and former executive officers. Pursuant to the Policy, in the event that (i) Valassis is required to prepare a material restatement of its financial results, or (ii) Valassis determines that an executive officer's intentional misstatement, fraud or other intentional wrongdoing directly impacted Valassis' financial results, even if such wrongdoing did not result in a material restatement of such financial results, then the Committee may recoup all or any portion of an executive's "Covered Incentive Compensation." Covered Incentive Compensation is defined as any annual incentive, long-term incentive, equity-based award or other performance-based award which was paid, granted or vested after the effective date of the Policy and during the three-year period preceding the date on which the Company discovers the wrongdoing or identifies the need to file an accounting restatement based upon the achievement of the inaccurate financial results.

The Committee has adopted this Policy with the understanding that it may subsequently need to amend it to ensure its compliance with the yet to be issued final rule and regulations under the Dodd-Frank Act pertaining to the recoupment of incentive-based compensation.

The foregoing description is qualified in its entirety by reference to the Policy attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 99.1 Valassis Communications, Inc. Compensation Recovery Policy

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