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VCI > SEC Filings for VCI > Form 8-K on 26-Nov-2012All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and E

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

Appointment of Luis A. Ubiņas as Director

On November 26, 2012, the Board of Directors of Valassis Communications, Inc. (the "Company"), upon recommendation of the Company's Corporate Governance/Nominating Committee, increased the size of the Board of Directors from eight to nine directors and appointed Luis A. Ubiņas as a director of the Company, effective November 26, 2012. Mr. Ubiņas' compensation for his services as an independent director will be consistent with the Company's compensation practices for independent directors described in the Company's Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 29, 2012, under the caption "Independent Director Compensation for Fiscal Year 2011." There are no arrangements or understandings between Mr. Ubiņas and any other persons pursuant to which Mr. Ubiņas was elected as a director. The Company has determined that there are no related person transactions with Mr. Ubiņas, as contemplated by Item 404(a) of Regulation S-K. A copy of the press release announcing the appointment is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Ubiņas will serve as a director until the next annual meeting of stockholders or until his successor is elected and qualified. Mr. Ubiņas has been named to serve on the Company's Corporate Governance/Nominating Committee and Compensation/Stock Option Committee.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

No. Description

99.1 Press release, dated November 26, 2012

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