8-K

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 11, 2016

RETAILMENOT, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36005	26-0159761
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

301 Congress Avenue, Suite 700

Austin, Texas 78701

(Address of principal executive offices, including zip code)

(512) 777-2970

(Registrant’s telephone number, including area code)

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 (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))

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

On February 11, 2016, the Board of Directors (the “Board”) of the Company approved a 2016 Bonus Plan for the Company’s employees, including the Company’s senior executives set forth in the table below who collectively comprise the Company’s named executive officers for purposes of this Current Report on Form 8-K. Each participant in the 2016 Bonus Plan is assigned a target bonus for 2016.

Also on February 11, 2016, the Compensation Committee (the “Committee”) of the Board approved base salaries of the Company’s named executive officers for fiscal year 2016 as set forth in the table below, effective January 1, 2016. The Committee also established target bonus levels for fiscal year 2016 for the named executive officers. The bonuses for the named executive officers will be determined based on achievement of certain goals related to (i) consolidated net revenues, (ii) consolidated adjusted EBITDA and (iii) the audience for the Company’s portfolio of websites and mobile applications.

In addition, the Committee approved equity based incentives to the named executive officers that were granted on February 15, 2016 pursuant to the Company’s 2013 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which has been filed with the Securities and Exchange Commission. The equity based incentives include both performance-based restricted stock units (“PRSUs”) and performance-based stock options (“PSOs”).

The Committee approved PRSUs for the Company’s named executive officers, as set forth below. Other than Mr. Cunningham, the PRSUs will be eligible to vest in (i) a minimum amount of 70% of the total amount of PRSUs set forth for each named executive officer below, and (ii) subject to overachievement of a performance goal based on the Company’s Advertising and In-store Net Revenues, or the sum of the individual components thereof, as set forth in the Key Financial and Operating Metrics Section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “PRSU Performance Goal”), a maximum amount of 150% of the total amount of PRSUs set forth for each named executive officer. The PRSUs awarded to Mr. Cunningham will be eligible to vest as set forth in the footnotes in the table below. The PRSU Performance Goal measurement period will be the 12 month period ending December 31, 2016, after which the number of PRSUs determined to be eligible to vest will vest as follows: (i) 25% on February 15, 2017; (ii) 37.5% on February 15, 2018; and (iii) 37.5% on February 15, 2019, provided that recipients must remain employed by the Company through such dates for their PRSUs to vest, except to the extent otherwise provided in an employment agreement between such named executive officer and the Company.

The Committee also approved PSOs for the Company’s named executive officers, as set forth below. The vesting of the PSOs will be based on the Company’s total shareholder return for the period beginning on April 1, 2016 and ending March 31, 2018 as compared to the Russell 2000 Index during that same period (the “PSO Performance Goal”). Upon the achievement of the PSO Performance Goal, the total amount of PSOs set forth for each named executive officer below will vest. Subject to overachievement of the PSO Performance Goal, a maximum amount of 200% of the total amount of PSOs set forth for each named executive officer shall vest. There is no minimum amount of the PSOs guaranteed to vest for any named executive officer. The vesting date of the PSOs will be April 30, 2018 at which time 100% of PSOs determined to be eligible to vest shall vest, provided that recipients must remain employed by the Company through that date for their PSOs to vest, except to the extent otherwise provided in an employment agreement between such named executive officer and the Company.

The Committee believes that PSOs and PRSUs align our named executive officers’ compensation with our performance, motivate behavior consistent with long-term value creation, and better assist in retaining the Company’s named executive officers.

Officer	Title	Base Salary		Target Bonus(1)			Target Performance Stock Options(2)		Target Performance RSUs(3)
G. Cotter Cunningham	President and Chief Executive Officer	$	478,000		100	%		39,000		195,000	(4)
Kelli A. Beougher	Chief Operating Officer	$	400,000		70	%		20,000		100,000
Paul Rogers	Chief Technical Officer	$	350,000		55	%		9,000		45,000
J. Scott Di Valerio(5)	Chief Financial Officer	$	370,000		70	%		6,000		30,000
Louis J. Agnese, III(6)	Senior Vice President, Administration	$	326,000		60	%		7,000		35,000
Michael Magaro	Senior Vice President, Corporate Development	$	290,000		50	%		7,000		35,000

(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 date of grant.

(3) Represents the right to receive one share of the Company’s common stock per restricted stock unit.

(4) Mr. Cunningham’s PRSUs will be eligible to vest in (i) a minimum amount of 25% of the total amount of PRSUs set forth above, and, (ii) subject to overachievement of the PRSU Performance Goal, a maximum amount of 250% of the total amount of PSRUs set forth above.

(5) The Committee did not make any changes to Mr. Di Valerio’s new hire salary or bonus target.

(6) Mr. Agnese served as the Company’s interim Chief Financial Officer from December 1, 2014 until December 29, 2015.

The foregoing description of the 2016 Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2016 Bonus Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	2016 Bonus Plan

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.

	RETAILMENOT, INC.
Date: February 17, 2016	/s/ Jonathan B. Kaplan
	Jonathan B. Kaplan
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	2016 Bonus Plan

EX-10.1

Exhibit 10.1

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

Overview

RetailMeNot, Inc. and its affiliated companies (the “Company”) are committed to sharing their success with the people who make it possible — the Company’s Team Members. The purpose of this 2016 Bonus Plan (this “Plan”) is to encourage the Company’s Team Members to contribute to the achievement of the Company’s goals and to share in the rewards of the Company’s success. The term of this Plan is for the 2016 fiscal year.

Eligible Team Members

To be eligible to participate in the Plan, a Team Member must be a regular full-time employee of the Company. Each Team Member’s aggregate annual target bonus shall be communicated in the Team Member’s 2016 compensation overview or offer letter for Team Members hired in 2016.

Performance Periods

There will be two separate performance periods under this Plan: January 1 through June 30, 2016 (the “1H Period”) and July 1 through December 31, 2016 (the “2H Period”).

Weighting and Payment

The bonus amounts earned will be paid twice annually. The payment for performance in the 1H Period will be made by September 30, 2016, and the payment for performance in the 2H Period will be made by March 15, 2017 after completion of the audit of the 2016 financial statements. Weighting percentages for each Team Member’s individual performance elements and financial and audience elements are generally based on the region for which the Team Member has operational responsibility.

Individual Performance Element

A Team Member’s individual performance element is based on his/her performance against individual goals, the competencies established for the Team Member’s role and the Company’s core values. A Team Member’s performance is evaluated at mid-year for the 1H Period and year-end for the 2H Period by the Team Member’s manager. An individual performance bonus amount is informed based on each of these evaluations.

Financial & Audience Elements

A Team Member’s financial and audience elements are based on the Company’s performance against targets set for each such element in the Company’s annual budget during the first fiscal quarter of 2016. Each Team Member will have (1) the Adjusted EBITDA element, (2) an Audience element based upon the country, region or regions for which the Team Member has operational responsibility and (3) a Net Revenues element based upon the country, region or regions for which the Team Member has operational responsibility.

Net Revenues mean the corresponding amount as reported in the Company’s Statements of Operations as of June 30, 2016 with respect to the 1H Period and for the full fiscal year 2016 with respect to the 2H Period, excluding, for each such period, the impact of any acquisitions completed in fiscal year 2016.

1

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

Adjusted EBITDA means the consolidated, corresponding amount as derived from the Company’s Statements of Operations as of June 30, 2016 with respect to the 1H Period and for the full fiscal year 2016 with respect to the 2H Period, excluding the impact of any acquisitions completed in fiscal year 2016.

Audience means the number of the Company’s user days during the 1H Period and the 2H Period, excluding the impact of any acquisitions completed in fiscal year 2016. The Company determines user days by summing the number of days each user is active during a calendar month. Users of our desktop and mobile websites are determined using browser cookies from Google Analytics, a third-party product that provides digital marketing intelligence. Users of our native (including mobile) applications are determined using device ID. Because user days are tracked separately for each domain, the Company counts each of the following as a separate user day: (i) the first time a user accesses one of our desktop or mobile websites using a specific device or browser on a particular day, (ii) each time a user re-accesses one of our desktop or mobile on the same device or browser on a particular day after that user clears their browser cookies and (iii) the first time a specific mobile device accesses one of our mobile applications on a particular day.

Payout Formula

The payout under this Plan will be determined as follows:

A. Base Bonus

Individual Performance Element

At the conclusion of each review, the Team Member’s individual performance will be used to inform a percentage payout for bonus purposes. If the Team Member’s individual performance in the 1H Period or 2H Period is deemed unsatisfactory, then that Team Member’s percentage payout will be 0% in such period. If the Team Member’s individual performance is satisfactory, then the team member is eligible for a percentage payout ranging from 50%-150% according to the discretion of the Team Member’s manager and consistent with the examples set forth in the table below. The payout percentage will be multiplied by the applicable weighting percentage for the individual performance element to determine the amount of the “Individual Performance Element” actually earned.

Below are examples of team member individual performance and payout scenarios:

Team Member Performance Example	Example Payout %	Comments
Team Member exceeded expectations on goal performance, delivered meaningful contributions on an important project that was added to the goal plan, mastered all competencies associated with her/his role and consistently modelled the Company’s core values to other Team Members.	150%	Maximum bonus for exceptional goal achievement and modeling RMN’s core values.

2

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

Team Member Performance Example	Example Payout %	Comments
Team Member exceeded expectations on goal performance and achieved both of the following criteria: (1) satisfied all competencies associated her/his role and (2) consistently embodied the Company’s core values.	115%	Team Member over-achieved on goals and satisfied or exceeded all other expectations.
Team Member met expectations on goal performance and achieved both of the following criteria: (1) satisfied all competencies associated with her/his role and (2) demonstrated alignment with the Company’s core values.	100%	Team Member met all expectations.
Team Member met expectations on goal performance and achieved one of the following criteria: (1) satisfied all competencies associated with her/his role and (2) demonstrated alignment with the Company’s core values.	75%	Team member achieved all goals, but did not successfully meet all expectations either in terms of competencies or alignment with core values.
Team Member missed expectations on some goals and competencies and met expectations on other goals and competencies. However, she/he consistently demonstrated alignment with the Company’s core values and displayed an openness to improve her/his own performance.	50%	Missing expectations on goals and competencies suggests a discounted bonus is appropriate. Alignment with core values keeps the bonus from being discounted to 0%. This category may apply to Team Members on performance improvement plans.
Team Member missed expectations on most goals.	0%	Goal achievement is critical. While Team Member has the opportunity to improve her/his performance and earn a bonus in the next performance cycle, she/he did not earn a bonus for the current performance cycle. This category may apply to Team Members on performance improvement plans.

Financial & Audience Elements

Net Revenues

1. The actual amount of the Net Revenues element will be divided by the applicable target to determine the percentage achievement. The percentage achieved will be applied as set forth below to determine the percentage payout.

3

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

If the percentage achieved falls between two table results, the percentage payout will be extrapolated. For example, 98% achievement would result in 96% payout since each percentage point drop in achievement between 95% and 100% results in a two percentage point drop in percentage payout.

% Net Revenues Target Achieved	Payout
0%	0.0%
70%	25.0%
75%	40.0%
80%	55.0%
85%	67.5%
90%	80.0%
95%	90.0%
100%	100.0%

2. The percentage payout will be multiplied by the applicable Net Revenues weighting percentage to determine the percentage of the Net Revenues element earned.

Adjusted EBITDA

1. The actual amount of Adjusted EBITDA will be divided by the target to determine a percentage achievement. The percentage achieved will be applied as set forth below to determine the percentage payout.

If the percentage achieved falls between two table results, the percentage payout will be extrapolated. For example, 98% achievement would result in 96% payout since each percentage point drop in achievement between 95% and 100% results in a two percentage point drop in percentage payout.

% Adjusted EBITDA Target Achieved	Payout
0%	0.0%
70%	25.0%
75%	40.0%
80%	55.0%
85%	67.5%
90%	80.0%
95%	90.0%
100%	100.0%

4

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

2. The percentage payout of the Adjusted EBITDA element will be multiplied by the applicable Adjusted EBITDA weighting percentage to determine the percentage of the Adjusted EBITDA element earned.

Audience

1. The actual amount for the Audience element will be divided by the applicable target to determine the percentage achievement. The percentage achieved will be applied as set forth below to determine the percentage payout.

If the percentage achieved falls between two table results, the percentage payout will be extrapolated. For example, 98% achievement would result in 96% payout since each percentage point drop in achievement between 95% and 100% results in a two percentage point drop in percentage payout.

% Audience Target Achieved	Payout
0%	0.0%
70%	25.0%
75%	40.0%
80%	55.0%
85%	67.5%
90%	80.0%
95%	90.0%
100%	100.0%

2. The percentage payout will be multiplied by the applicable Audience weighting percentage to determine the percentage of the Audience element earned.

B. Accelerator Bonus

The Accelerator Bonus can be earned for each Financial element and the Audience element.

To be eligible for an Accelerator Bonus, the Team Member’s individual performance percentage payout must be at least 100%.

Accelerator Calculation: The Accelerator Bonus will be calculated as follows:

1. Over-performance against the target earns a Team Member Additional Bonus percentage points as set forth below.

5

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

Element vs. Target (1)	Additional Bonus (2)	Element vs. Target (1)	Additional Bonus (2)
>=1%	2.5%	>=19%	93.1%
>=2%	5.0%	>=20%	100.0%
>=3%	7.5%	>=21%	106.7%
>=4%	10.0%	>=22%	113.3%
>=5%	12.5%	>=23%	120.0%
>=6%	15.0%	>=24%	126.7%
>=7%	20.0%	>=25%	133.3%
>=8%	25.0%	>=26%	140.0%
>=9%	30.0%	>=27%	146.7%
>=10%	35.0%	>=28%	153.3%
>=11%	40.0%	>=29%	160.0%
>=12%	45.0%	>=30%	166.7%
>=13%	51.9%	>=31%	173.3%
>=14%	58.8%	>=32%	180.0%
>=15%	65.6%	>=33%	186.7%
>=16%	72.5%	>=34%	193.3%
>=17%	79.4%	>=35%	200.0%
>=18%	86.3%

(1) Percentage by which actual element exceeds target.

(2) The additional bonus percentage will be multiplied by the actual element. For example, if actual Consolidated Net Revenues exceeds Target by 16%, the Consolidated Net Revenues Bonus would be calculated by multiplying the Consolidated Net Revenues Element by 172.5% (i.e. 100% represents the Consolidated Net Revenues Base amount and 72.5% represents the Consolidated Net Revenues Accelerator amount).

2. The Accelerator portion of both the Consolidated and Country/Region is capped at 200% additional bonus.

6

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

General Provisions

1. Bonuses are subject to all applicable taxes and other required deductions.

2. If the individual performance percentage payout is less than 50% for a Team Member in the 1H Period or the 2H Period, no Financial or Audience element will be earned for that Team Member in that period.

3. The Plan does not constitute a guarantee of employment nor does it restrict the Company’ rights to terminate employment at any time or for any lawful reason.

4. The Plan does not create vested rights of any nature nor does it constitute a contract of employment or a contract of any other kind. The Plan does not create any customary concession or privilege to which there is any entitlement from year-to-year, except to the extent required under applicable law. Nothing in the Plan entitles a Team Member to any remuneration or benefits not set forth in the Plan nor does it restrict the Company’ rights to increase or decrease the compensation of any Team Member, except as otherwise required under applicable law.

5. Team Members who begin employment with the Company after the first day of the 1H period or the 2H Period for which a bonus is paid shall be eligible to receive a pro-rated bonus for such period. Team Members are not eligible to participate for the 1H Period if employment begins after March 31, 2016. Team Members are not eligible to participate for the 2H Period if employment begins after October 31, 2016.

6. Team Members who resign or are terminated prior to the actual payment of a bonus shall not receive a bonus.

7. This Plan constitutes the entire arrangement regarding the Plan, supersedes any prior oral or written description of the Plan and may not be modified except by a written document that specifically references this Plan and is signed by the Company’s Chief Executive Officer.

8. The Plan is provided at the Company’s sole discretion and the Company may modify or eliminate it at any time, individually or in the aggregate, prospectively or retroactively, without notice or obligation during the plan year. In addition, there is no obligation to extend or establish a similar plan in subsequent years.

9. The Plan shall not become a part of any employment condition, regular salary, remuneration package, contract or agreement, but shall remain gratuitous in all respects. Bonuses are not to be taken into account for determining severance pay, termination pay, “extra months” bonuses or payments, or any other form of pay or compensation.

10. Team Members who are separated from employment with the Company due to divestiture, closure, or dissolution of a business are not eligible to receive a bonus.

11. Independent contractors, consultants, individuals who have entered into an independent contractor or consultant agreement, temporary employees, contract employees and interns are not eligible to participate in the Plan.

12. The Plan (i) will be subject to such amendments as are required to be effected according to applicable law and (ii) will not be available to Team Members where applicable law prohibits the Plan or where tax or other business considerations make a Team Member’s participation impracticable in the judgment of the Compensation Committee.

7

RetailMeNot, Inc.

2016 Bonus Plan

(Team Member)

13. At a minimum, the Company will fund 50% of the calculated payout for the 2H Period at December 31. If the actual payout for the 2H Period under this Plan exceeds 50% of the calculated payout at December 31, then the actual payout shall be distributed to all Team Members employed as of the date the bonus for the 2H Period is paid based on the payout calculated for such Team Member in accordance with this Plan. If the actual bonus payout under this Plan for the 2H Period is less than 50% of the calculated payout at December 31, then the amount that shall be distributed to all Team Members employed as of the date the bonus for the 2H Period is paid (but excluding any Team Member who serves as a Senior Vice President or “C-level” executive) shall equal the actual 2H Period payout calculated for such Team Member in accordance with this Plan plus a pro rata amount equal to the difference between the calculated payout amount for the 2H Period at December 31, multiplied by 50% minus the amount of actual payout.

8