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):
June 20, 2007
(Exact
name of registrant as specified in its charter)
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Florida
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0-25681
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65-0423422
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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11760
U.S. Highway One
Suite
200
North
Palm Beach, Florida
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33408
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(561) 630-2400
Not
Applicable
(Former
name or former address, if changed since last report)
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))
On
June
20, 2007, the shareholders of Bankrate, Inc. ("the Company") approved several
amendments to the Bankrate, Inc. 1999 Equity Compensation Plan, as previously
amended and restated through March 15, 2007, to be adopted in the form of a
new
amended and restated plan document, the Bankrate, Inc. Second Amended and
Restated 1999 Equity Compensation Plan (the “Plan”), making the Plan effective
as of June 20, 2007. The amendments increased the number of shares reserved
for
issuance under the Plan from 3,500,000 to 4,500,000. The Plan had previously
been approved by the Company’s Board of Directors on April 25, 2007, subject to
shareholder approval.
The
purpose of the Plan is to advance the interests of the Company by providing
eligible participants in the Plan with the opportunity to receive equity-based
or cash incentive awards, thereby aligning their economic interests with those
of the Company’s shareholders. The Plan is intended to accomplish these goals by
enabling the Company to grant awards in the form of stock options, stock
appreciation rights, restricted or unrestricted stock, restricted or
unrestricted stock units, performance awards, any other awards that are
convertible into or otherwise based on the Company’s common stock, or cash
awards.
The
maximum number of shares of common stock for which stock options may be granted
to any person in any calendar year and the maximum number of shares of common
stock subject to stock appreciation rights granted to any person in any calendar
year is 750,000. The maximum number of shares subject to other awards granted
to
any person in any calendar year is 500,000, and the maximum amount payable
to
any person in any calendar year under cash awards is $1,500,000.
A
copy of
the Plan was included as Appendix A of the Company’s Definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on April
30,
2007.
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.
| BANKRATE, INC. | ||
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| Date: July 2, 2007 | By: | /s/ Edward J. DiMaria |
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Name:
Edward J. DiMaria
Title:
Senior Vice President, Chief Financial
Officer
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