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DNB > SEC Filings for DNB > Form 8-K on 10-Sep-2013All Recent SEC Filings

Show all filings for DUN & BRADSTREET CORP/NW



Change in Directors or Principal Officers, Financial Statements and Exhi

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

On September 10, 2013, we issued a press release announcing the appointment of Mr. Robert Carrigan as President and Chief Executive Officer of D&B, and as a member of our Board of Directors, all effective October 7, 2013.

Mr. Carrigan is 47 years old and has served as CEO of IDG Communications, Inc. ("IDG") since 2008. From 2003 to 2008, Mr. Carrigan served in roles of increasing responsibility with IDG, including as President and CEO of its business units in the U.S. Mr. Carrigan currently serves as a member of the Board of Directors of IDG.

Mr. Carrigan will receive the following compensation pursuant to the terms of an offer letter with D&B: (i) an annual base salary of $850,000; (ii) a target bonus opportunity for 2013 of $276,250; (iii) a target bonus opportunity for 2014 of $1,105,000; (iv) an equity grant for 2014, having an economic value of approximately $3,000,000; and (v) a sign on equity grant having an estimated economic value of $1,000,000, to consist of leveraged restricted stock units with a grant date of October 7, 2013. Mr. Carrigan will also participate in the Company's Change-In-Control Plan, will enter into our standard form of Indemnification Agreement, and will be eligible to participate in all of D&B's other compensation plans generally available to employees. Mr. Carrigan will not receive any additional compensation for his service on D&B's Board of Directors or serve as a member of any committee of the Board of Directors.

In connection with Mr. Carrigan's appointment, the following actions will also be undertaken:

Ms. Sara Mathew, our current Chairman of the Board and Chief Executive Officer, will step down from the Board and her executive positions effective October 7, 2013, and will continue with D&B in a non-executive role to facilitate a smooth leadership transition until she retires from D&B on December 31, 2013. Ms. Mathew previously announced her intention to retire in May 2013.

Mr. Christopher Coughlin, our current Lead Director, will assume the role of non-executive Chairman of the Board effective October 7, 2013, thereby separating the roles of Chairman and CEO. Mr. Coughlin will continue to be compensated at his current level of compensation for his service as Lead Director.

A copy of the above referenced press release and offer letter to Mr. Carrigan are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated in this Item 5.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit   Description

99.1      Press Release of The Dun & Bradstreet Corporation, dated September 10, 2013.

99.2      Offer Letter of Employment of Mr. Robert Carrigan, dated September 6, 2013.

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