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AWAY > SEC Filings for AWAY > Form 8-K on 2-May-2014All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On April 29, 2014, the Compensation Committee (the "Committee") of the Board of Directors of HomeAway, Inc. (the "Company") approved changes effective April 1, 2014 to the base salaries for the Company's principal executive officer, principal financial officer and other executive officers as set forth in the table below. The Committee also approved the grant of equity based incentives to the same executive officers, with an effective date of grant of May 1, 2014. The grants were made pursuant to the Company's 2011 Equity Incentive Plan and its related agreements, copies of which have been filed with the Securities and Exchange Commission. The changes to compensation for Brent Bellm included increases as a result of his promotion from Chief Operating Officer to President and Chief Operating Officer, which promotion the Board of Directors of the Company approved effective May 1, 2014.

The Committee also approved the 2014 Executive Performance Bonus Plan (the "Bonus Plan"), in which each of the Company's executive officers is eligible to participate. Pursuant to the Bonus Plan, the target bonus percentage for each of the same officers was set as provided in the table below. The foregoing description of the Bonus Plan is qualified in its entirety by reference to the actual terms of the Bonus Plan. The Bonus Plan is filed as Exhibit 10.1 to this report and is incorporated into this Item 5.02 by reference.

                                                    Base         Target           Stock            Stock
Officer                          Title             Salary       Bonus(1)        Options(2)        Units(3)
Brian Sharples           Chief Executive
                         Officer and Chairman       527,875           100 %         150,000          108,000
Lynn Atchison            Chief Financial
                         Officer                    336,501            60 %          37,000           26,500
Brent Bellm              President & Chief
                         Operating Officer          400,365            85 %          82,000           59,000
Thomas Hale              Chief Product Officer      336,501            60 %          50,000           35,000
Carl Shepherd            Chief Strategy and
                         Development Officer        336,501            60 %          37,000           26,500
Ross Buhrdorf            Chief Technology
                         Officer                    309,412            60 %          28,500           20,500

(1) The target bonus is a percentage of base salary.

(2) All options granted have an exercise price equal to the closing price per share of the Company's common stock on the effective date of grant. Six and one quarter percent (6.25%) of the shares subject to each stock option will vest three months from the effective date of grant, with the remainder vesting ratably over the next 45 months, subject to continued service through each vesting date. The effective date of grant is May 1, 2014.

(3) Represents the right to receive one share of the Company's common stock per restricted stock unit. Twenty-five percent (25%) of the restricted stock units will vest each year over a period of four years, subject to continued service through each vesting date.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 2014 Executive Officer Performance Bonus Plan

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