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):   December 12, 2012

VALASSIS COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10991	38-2760940
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

19975 Victor Parkway, Livonia, MI	48152
_______________________________________________	____________
(Address of Principal Executive Offices)	(Zip Code)

      (734) 591-3000

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))

.

Items to be Included in this Report

Item 8.01  Other Events.

Adoption of the Compensation Recovery Policy

On December 12, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of Valassis Communications, Inc. (“Valassis”) adopted a Compensation Recovery Policy (the “Policy”), effective December 12, 2012, that is applicable to its current and former executive officers.  Pursuant to the Policy, in the event that (i) Valassis is required to prepare a material restatement of its financial results, or (ii) Valassis determines that an executive officer’s intentional misstatement, fraud or other intentional wrongdoing directly impacted Valassis’ financial results, even if such wrongdoing did not result in a material restatement of such financial results, then the Committee may recoup all or any portion of an executive’s “Covered Incentive Compensation.”  Covered Incentive Compensation is defined as any annual incentive, long-term incentive, equity-based award or other performance-based award which was paid, granted or vested after the effective date of the Policy and during the three-year period preceding the date on which the Company discovers the wrongdoing or identifies the need to file an accounting restatement based upon the achievement of the inaccurate financial results.

The Committee has adopted this Policy with the understanding that it may subsequently need to amend it to ensure its compliance with the yet to be issued final rule and regulations under the Dodd-Frank Act pertaining to the recoupment of incentive-based compensation.

The foregoing description is qualified in its entirety by reference to the Policy attached as Exhibit 99.1 hereto.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                Description                                                                           

99.1                                 Valassis Communications, Inc. Compensation Recovery Policy

SIGNATURE

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.

	VALASSIS COMMUNICATIONS, INC.
	By:	/s/ Todd Wiseley
Date: December 18, 2012	Name:	Todd Wiseley
	Title:	General Counsel, Executive Vice President,     Administration and Secretary

EXHIBIT INDEX

Exhibit No.                                Description                                                                           

99.1                                 Valassis Communications, Inc. Compensation Recovery Policy

EX-99.1

Exhibit 99.1

Valassis Communications, Inc.

Compensation Recovery Policy

Adopted on December 12, 2012 (the “Effective Date”)

Any individual who is or was an Executive Officer (as herein after defined) of Valassis Communications, Inc. (the “Company”) as of the Effective Date, or at any time thereafter, shall repay or forfeit, as directed by the Compensation/Stock Option Committee of the Board of Directors of the Company (the “Committee”), to the extent permitted by law, all or part of any annual incentive, long-term incentive, equity-based award or other performance-based award (collectively, “Covered Incentive Compensation”) earned by him or her if:

1.   The payment, grant or vesting of such Covered Incentive Compensation was after the Effective Date of this Policy; and

2.   The payment, grant or vesting of such Covered Incentive Compensation was based on the achievement of financial results that were:

(a) the subject of a material restatement by the Company, as filed with the U.S. Securities and Exchange Commission, provided however that such restatement is not the result of a change in accounting principle or a divestiture, or

(b) the direct result of an intentional misstatement, fraud or other intentional wrongdoing on the part of the Executive Officer, even if such wrongdoing does not result in a material restatement of the Company's financial results;  and

3.   The wrongdoing or need for the restatement, as applicable, was identified within three years after the date of the first public issuance or filing of the impacted financial results; and

4.   The Committee determines in its sole discretion that it is in the best interests of the Company and its stockholders for the Executive Officer to repay all or any portion of the Covered Incentive Compensation.

To the extent permitted by law and except as would otherwise result in adverse tax consequences under Section 409A of the Internal Revenue Code, the Company may enforce an Executive Officer’s repayment obligation under this policy by reducing any amounts that may be owing from time-to-time by the Company or an affiliate to the Executive Officer, whether as wages, severance, vacation pay or in the form of any other benefit.

The Committee shall have full and final authority to make all determinations under this Compensation Recovery Policy (the “CRP”), including without limitation whether the CRP applies and if so, the amount and type of Covered Incentive Compensation to be repaid or forfeited by the Executive Officer.   All determinations and decisions made by the Committee pursuant to the provisions of the CRP shall be

final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and associates.

For purposes of this CRP, “Executive Officer” shall mean each current and former executive officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

The CRP is subject to revision based on final rules issued and applicable to the Company under the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The CRP does not in any way impact the Company’s rights under Section 304 of the Sarbanes Oxley Act.

The CRP may be waived, amended, modified or rescinded at any time in the sole discretion of the Board of Directors.

EXECUTIVE OFFICER ACKNOWLEDGMENT

I am currently an Executive Officer as defined in the Compensation Recovery Policy.  I have read and understand the Compensation Recovery Policy and agree to be bound by its terms.

___________________________________         _________________

Name and Title                                                                           Date

___________________________________

Signature