UNITED
STATES
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
Date of
Report (Date of earliest event reported): February 24, 2010
VIRNETX
HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33852
|
77-0390628
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
5615
Scotts Valley Drive, Suite 110 Scotts Valley, CA
|
95066
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(831)
438-8200
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[_]
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))
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
2009
Annual Bonus
On
February 24, 2010, the Compensation Committee of the Board of Directors (the
“Compensation
Committee”) of VirnetX Holding Corporation (the “Company”), reviewed
the Company’s performance in 2009 and the contribution that Company employees
made to such performance. Following such review, the Compensation
Committee determined to pay each Company employee 100% of the 2009 target bonus
established for such employee at the beginning of 2009 in light of the Company's
overall strong performance for the year, the Company's two successful equity
offerings in 2009, the Company's positive change in outside litigation counsel
during the year, the strong efforts in pursuing the Microsoft litigation during
2009 and the employees' contributions in achieving this
performance. In making this determination, the Compensation Committee
also noted that there were no salary increases or cash bonuses paid in the prior
year due to the overall cash position of the Company at that time. As
a result of this determination, Kendall Larsen, the Company's Chief Executive
Officer, President and Director, received a 2009 bonus equal to $96,250 and
William E. Sliney, the Company's Chief Financial Officer, received a 2009 bonus
equal to $6,563.
2010
Base Salary
On
February 24, 2010, the Compensation Committee reviewed the level of base
compensation paid to the named executive officers of certain peer companies and,
following such review and, taking into account the fact that the Company made no
salary increases in 2009, determined to increase the base salary of Mr. Larsen
and Mr. Sliney as follows:
|
Name
|
|
Title
|
|
2010
Base Salary
|
%
Increase Over
2009
Base Salary
|
|
|
Kendall
Larsen
|
|
Chief
Executive Officer, President and Director
|
|
$302,500
|
10%
|
|
|
William
E. Sliney
|
|
Chief
Financial Officer
|
|
$48,127
|
10%
|
2010
Stock Option Grants
On
February 24, 2010, the Compensation Committee reviewed the equity awards granted
to the named executive officers of certain peer companies and the current equity
position of Mr. Larsen and Mr. Sliney and, following such review, approved the
following stock option grants for Mr. Larsen and Mr. Sliney, which stock options
shall vest on March 24, 2010 and on the 24th day of each month thereafter so
long as the recipient's service with the Company continues; provided that, if
there is a change of control of the Company, all such shares shall immediately
vest and become exercisable:
|
Name
|
|
Title
|
|
Number
of
Options
(a)
|
Option Price per Share
(b)
|
|
|
Kendall
Larsen
|
|
Chief
Executive Officer, President and Director
|
|
24,791
10,209
|
$5.48
$6.028
|
|
|
William
E. Sliney
|
|
Chief
Financial Officer
|
|
8,750
|
$6.028
|
(a) All
stock options are incentive stock options to the extent that they qualify as
such under the Internal Revenue Code.
(b) The
per share exercise price of all stock options is equal to 100% of the closing
price per share on February 24, 2010 ($5.48), except to the extent that the
stock option are incentive stock options held by Mr. Larsen (a 10% stockholder),
in which case, the per share exercise price of such stock options is equal to
110% of the closing price per share on February 24, 2010 ($6.028).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 2,
2010
VIRNETX HOLDING
CORPORATION
By: /s/ Kendall Larsen
Name: Kendall
Larsen
Title: Chief
Executive Officer
3