SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
September 30, 2005
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Date of Report
(Date of earliest event reported)
VERTRUE INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21527 06-1276882
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
680 Washington Blvd
Stamford, Connecticut 06901
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(Address of principal executive offices,
including zip code)
(203) 324-7635
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(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
VERTRUE INCORPORATED
Item 1.01. Entry into a Material Definitive Agreement.
The Executive Officer Development and Compensation Committee (the "Committee")
of the Board of Directors of Vertrue Incorporated has designated the officers
who will participate in the Company's Long Term Incentive Plan (the "Plan"),
which became effective on July 1, 2003, for the performance cycle beginning in
fiscal year 2006 and ending in fiscal year 2008 (the "Performance Period") and
established performance criteria for the Performance Period and target awards
for each Plan participant. The established performance criteria relate to the
achievement of a specified level for each of the following business performance
measures: revenue before deferral; free cash flow per share, and adjusted
earnings before interest, tax, depreciation and amortization. A copy of the
Plan, which has been previously approved by the shareholders, has been filed
with the Securities and Exchange Commission as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q filed on February 9, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VERTRUE INCORPORATED
(Registrant)
Date: October 5, 2005
By: /s/ Gary A. Johnson
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NAME: Gary A. Johnson
TITLE: President and Chief Executive Officer