AOL Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-06-23: Form 8-K; Period of report 2015-06-23; Description 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; Details 1.02.
- 2015-06-23: Form 8-K; Period of report 2015-06-23; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2015-05-28: Form 8-K; Period of report 2015-05-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2015-05-12: Form 8-K; Period of report 2015-05-12; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-06-23 | 8-K | 2015-06-23 | 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.02 On June 23, 2015, AOL Inc. (the “Company”) terminated its Credit Agreement, dated as of July 1, 2013, among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto following the repayment of all amounts outstanding thereunder. 3.03 The information set forth under Item 2.01, Item 2.04, Item 3.01 and Item 5.01 of the Company’s other Current Report on Form 8-K filed on equal date herewith is incorporated by reference into this Item 3.03. | d946351d8k.htm |
| 2015-06-23 | 8-K | 2015-06-23 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 The Offer and withdrawal rights expired at 11:59 p.m., New York City time, on June 22, 2015. 2.04 Pursuant to the Indenture, subject to certain conditions, each holder of Notes has the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Notes, or any portion thereof that is equal to $1,000 or a multiple thereof, on July 21, 2015 (the “Fundamental Change Repurchase Date”). 3.01 On the Closing Date, in connection with the consummation of the Merger, the Company notified The New York Stock Exchange (the “NYSE”) that the Merger had been consummated, and requested that the trading of Shares on the NYSE be suspended prior to market open on the Closing Date and that the listing of the Shares on the NYSE be withdrawn. 5.01 As a result of Acquisition Sub’s acceptance for payment of all Shares that were validly tendered and not withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control of the Company occurred, and the Company now is a wholly owned subsidiary of Verizon. 5.02 At the Effective Time, each of the directors of the Company immediately prior to the Effective Time voluntarily resigned from the Board of Directors of the Company and the directors of Acquisition Sub, John N. Doherty and Marni M. Walden, became the directors of the surviving corporation. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety. 8.01 On June 23, 2015, Verizon and the Company issued a joint press release relating to the expiration of the Offer and the consummation of the Merger. | d946346d8k.htm |
| 2015-05-28 | 8-K | 2015-05-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) On May 27, 2015, the stockholders of AOL Inc. (the “Company”) approved the Amended and Restated AOL Inc. Annual Incentive Plan for Executive Officers (“the Plan”) at the Company’s 2015 annual meeting of stockholders (the “Annual Meeting”). 5.07 (a) The Company held the Annual Meeting on May 27, 2015. | d933465d8k.htm |
| 2015-05-12 | 8-K | 2015-05-12 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.03 On May 11, 2015, the board of directors of the Company determined that it was in the best interests of the Company and its stockholders to amend the Amended and Restated By-laws of the Company (the “Bylaws”) and by resolution authorized, approved and adopted an amendment to the Bylaws (the “Bylaw Amendment”). 7.01 On May 12, 2015, Verizon issued a press release, which AOL posted on its web site, announcing the execution of the Merger Agreement described above. | d924567d8k.htm |
| 2015-05-08 | 8-K | 2015-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2015, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2015. | d924835d8k.htm |
| 2015-03-24 | 8-K | 2015-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 18, 2015 the Compensation and Leadership Committee of the Board of Directors (the “Committee”) of AOL Inc. (the “Company”) approved the material terms of the Company’s 2015 Annual Bonus Plan (the “ABP”). | a8-kxabpterms2015abp031815.htm |
| 2015-02-11 | 8-K | 2015-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2015, AOL Inc. (the “Company”) announced its financial results for the three months ended December 31, 2014. | d869614d8k.htm |
| 2015-01-30 | 8-K | 2015-01-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 28, 2015, the Compensation Committee (“Committee") of the Board of Directors of AOL Inc. (the “Company”) approved an amendment to the employment agreement dated as of July 18, 2013, between the Company and Robert Lord, the Company’s Executive Vice President and Chief Executive Officer, AOL Platforms (the “Lord Employment Agreement”) in connection with the expansion of Mr. Lord’s role to President, AOL Inc., overseeing the Company's newly unified global advertising operations, including the Company’s programmatic platforms, video platforms, and advertising sales and operations. | a8-kxlordamendedcompensati.htm |
| 2014-11-06 | 8-K | 2014-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2014, AOL Inc. (the “Company”) announced its financial results for the three months ended September 30, 2014. | d817746d8k.htm |
| 2014-10-24 | 8-K | 2014-10-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 23, 2014, AOL Inc. (the “Company”) appointed Ms. Lara Sweet to serve as the Company’s Senior Vice President, Controller and Chief Accounting Officer, effective November 4, 2014. | d809897d8k.htm |
| 2014-10-03 | 8-K | 2014-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On September 30, 2014, Mr. Matthew Kelpy notified AOL Inc. (the “Company”) of his resignation as the Company’s Controller, Chief Accounting Officer and Treasurer, effective November 3, 2014. | d799863d8k.htm |
| 2014-09-05 | 8-K | 2014-09-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On Tuesday, September 2, 2014 AOL Inc. (the “Company”) announced that Susan Lyne was appointed to the new role of President of The BBG Fund, a women-focused venture fund launched by the Company. | d783742d8k.htm |
| 2014-08-19 | 8-K | 2014-08-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 As disclosed in Item 1.01 above, on August 19, 2013, the Company issued $379.5 million aggregate principal amount of the Notes. 3.02 The Company issued and sold to the Initial Purchasers $379.5 million aggregate principal amount of Notes on August 19, 2014 (after exercise by the Initial Purchasers of their option to purchase additional Notes). | d775552d8k.htm |
| 2014-08-14 | 8-K | 2014-08-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference. 8.01 On August 14, 2014, the Company issued a press release announcing the pricing of its private offering of $330 million aggregate principal amount of the Notes and its grant to the initial purchasers of an option to purchase up to $49.5 million aggregate principal amount of the Notes to cover over-allotments, if any. | d772657d8k.htm |
| 2014-08-12 | 8-K | 2014-08-12 | 8.01 Other Events | 8.01 On August 12, 2014, the Company issued a press release announcing its intention to offer $300 million aggregate principal amount of convertible senior notes due 2019 in a private placement solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. | d773801d8k.htm |
| 2014-08-06 | 8-K | 2014-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2014, AOL Inc. (the “Company”) announced its financial results for the three months ended June 30, 2014. | d768246d8k.htm |
| 2014-05-28 | 8-K | 2014-05-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) AOL Inc. (the “Company”) held its 2014 annual meeting of stockholders (the “Annual Meeting”) on May 22, 2014. | d733941d8k.htm |
| 2014-05-07 | 8-K | 2014-05-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 On May 5, 2014, and in connection with the Merger described above AOL borrowed $75 million under the terms of its $250 million secured revolving credit agreement dated as of July 1, 2013, together with the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”). | d722706d8k.htm |
| 2014-05-07 | 8-K | 2014-05-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 6, 2014, the Compensation and Leadership Committee of the Board of Directors (the “Compensation Committee”) of AOL Inc. (the “Company”) approved a new Employment Agreement (the “Agreement”) with Julie Jacobs, the Company’s Executive Vice President, General Counsel and Corporate Secretary. | d722932d8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2014, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2014. | d723159d8k.htm |
| 2014-04-28 | 8-K | 2014-04-28 | 7.01 Regulation FD Disclosure | 7.01 On April 28, 2014, AOL Inc. posted a security update on its corporate blog attached as Exhibit 99.1. | d716682d8k.htm |
| 2014-04-07 | 8-K | 2014-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Mr. Curtis Brown, the Chief Technology Officer of AOL Inc. (the “Company”), will be leaving the Company to pursue other opportunities after a transition period ending on July 1, 2014. | d706232d8k.htm |
| 2014-02-28 | 8-K | 2014-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 26, 2014 the Compensation and Leadership Committee of the Board of Directors (the “Committee”) of AOL Inc. (the “Company”) approved the material terms of the Company’s 2014 Annual Bonus Plan (the “ABP”). | d688008d8k.htm |
| 2014-02-06 | 8-K | 2014-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2014, AOL Inc. (the “Company”) announced its financial results for the three months ended December 31, 2013. | d669281d8k.htm |
| 2014-01-23 | 8-K | 2014-01-23 | 7.01 Regulation FD Disclosure | 7.01 On January 23, 2014, AOL Inc. (the “Company”) announced that it has agreed to purchase Project Rover, Inc. dba “Gravity” (“Gravity”), a company incorporated and registered in the state of Delaware, for approximately $83 million in cash. | d664540d8k.htm |
| 2013-11-08 | 8-K | 2013-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 6, 2013, the Compensation Committee (“Committee) of the Board of Directors of AOL Inc. (the “Company”) approved an amendment to the employment agreement dated as of September 19, 2012, between the Company and Karen Dykstra (the “Dykstra Employment Agreement”), the Company’s Executive Vice President and Chief Financial Officer in connection with her promotion to Chief Financial and Administrative Officer. | d624998d8k.htm |
| 2013-11-05 | 8-K | 2013-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2013, AOL Inc. (the “Company”) announced its financial results for the three months ended September 30, 2013. | d622219d8k.htm |
| 2013-09-17 | 8-K | 2013-09-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 16, 2013, AOL Inc., a Delaware corporation (the “Company”), elected Eve Burton to the Board of Directors (the “Board”). | d599775d8k.htm |
| 2013-09-06 | 8-K | 2013-09-05 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On September 5, 2013, AOL Inc. (“AOL”) completed its acquisition of Adap.tv, Inc. (“Adap.tv”) pursuant to the Agreement and Plan of Merger dated as of August 5, 2013 (the “Merger Agreement”) by and among AOL, Carmel Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of AOL (“Merger Sub”), Adap.tv, and Shareholder Representative Services LLC, a Colorado limited liability company. | d592144d8k.htm |
| 2013-08-16 | 8-K | 2013-08-15 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 As part of AOL Inc.’s (the “Company”) continuing effort to reduce its expenses and invest in areas of strategic focus, on August 15, 2013, the Company approved a restructuring plan for the Company’s Patch operations. | d587407d8k.htm |
| 2013-08-07 | 8-K | 2013-08-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) In connection with the decentralization of the human resources function, on August 2, 2013 Mr. John Reid-Dodick, Executive Vice President and Chief People Officer of AOL Inc. (the “Company”) notified the Company that he is leaving to pursue other opportunities. | d581307d8k.htm |
| 2013-08-07 | 8-K | 2013-08-05 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.02 On August 7, 2013, AOL Inc. (the “Company”) announced its financial results for the three months ended June 30, 2013. 3.02 As described in Item 1.01 above, AOL has entered into the Merger Agreement pursuant to which AOL will issue approximately 2.3 million shares of common stock as consideration upon consummation of the Merger (using the closing price of AOL common stock as of August 5, 2013). | d575116d8k.htm |
| 2013-07-08 | 8-K | 2013-07-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 On July 1, 2013, AOL entered into the Credit Facility Agreement as described under Item 1.01 above. 7.01 On July 8, 2013, AOL announced that its Board of Directors (the “Board”) has approved a new stock repurchase program. | d563864d8k.htm |
| 2013-05-08 | 8-K | 2013-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2013, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2013. | d532407d8k.htm |
| 2013-05-07 | 8-K | 2013-05-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) AOL Inc. (the “Company”) held its 2013 annual meeting of stockholders (the “Annual Meeting”) on May 3, 2013. | d533067d8k.htm |
| 2013-04-02 | 8-K | 2013-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 27, 2013, the Compensation Committee of the Board of Directors (the “Board”) of AOL Inc. (the “Company”) approved the material terms of the 2013 AOL Inc. Annual Bonus Plan (the “ABP”). 8.01 Effective April 1, 2013 the Board appointed Hugh Johnston, a current member of the Audit and Finance Committee, to serve as the Chairman of the Audit and Finance Committee. | d515534d8k.htm |
| 2013-03-04 | 8-K | 2013-02-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (a) AOL Inc., a Delaware corporation (the “Company”), has appointed Susan Lyne as its new Executive Vice President and Chief Executive Officer of its Brand Group effective February 27, 2013. | d498248d8k.htm |
| 2013-02-11 | 8-K | 2013-02-08 | 7.01 Regulation FD Disclosure | 7.01 On February 8, 2013, AOL Inc. (the “Company”) announced that its Board of Directors has approved a stock repurchase program. | d484001d8k.htm |
| 2013-02-08 | 8-K | 2013-02-08 | 2.02 Results of Operations and Financial Condition | 2.02 On February 8, 2013, AOL Inc. (the “Company”) announced its financial results for the three months ended December 31, 2012. | d481878d8k.htm |
| 2012-12-14 | 8-K/A | 2012-10-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 25, 2012, AOL Inc. (the “Company”) filed a Current Report on Form 8-K reporting the election of Ms. Dawn Lepore to its Board of Directors (the “Board”) effective as of October 24, 2012 (the “Original Form 8-K”). | d456117d8ka.htm |
| 2012-11-06 | 8-K | 2012-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2012, AOL Inc. (the “Company”) announced its financial results for the three months ended September 30, 2012. | d431950d8k.htm |
| 2012-10-25 | 8-K | 2012-10-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 24, 2012, AOL Inc., a Delaware corporation (the “Company”), elected Dawn Lepore to the Board of Directors (the “Board”). | d429831d8k.htm |
| 2012-09-19 | 8-K | 2012-09-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 19, 2012, AOL Inc., a Delaware corporation (the “Company”), announced that its Board of Directors (the “Board”) elected Hugh Johnston to the Board effective September 19, 2012. | d413899d8k.htm |
| 2012-09-11 | 8-K | 2012-09-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 7, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of AOL Inc., a Delaware corporation (the “Company”), approved a new employment agreement dated as of September 10, 2012 and effective as of September 7, 2012, (the “Agreement”) between the Company and Mr. Arthur Minson in connection with Mr. Minson’s promotion to the position of Chief Operating Officer. | d407899d8k.htm |
| 2012-08-27 | 8-K | 2012-08-26 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.03 On August 26, 2012, the Company declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Common Stock. 5.03 In connection with the adoption of the Plan described in Item 3.03 above, on August 27, 2012, the Company will file a Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock of the Company with the Secretary of State of the State of Delaware. 7.01 On August 27, 2012, the Company also announced that the Company declared a special cash dividend, in the amount of $5.15 per outstanding share of Common Stock, to the Company’s stockholders of record as of the close of business on December 5, 2012. | d402976d8k.htm |
| 2012-07-25 | 8-K | 2012-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2012, AOL Inc. (the “Company”) announced its financial results for the three months ended June 30, 2012. | d383382d8k.htm |
| 2012-06-29 | 8-K | 2012-06-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 29, 2012 AOL Inc. a Delaware corporation (the “Company”), announced the promotion of Arthur Minson to Chief Operating Officer, overseeing AOL’s three planned business operating units: AOL Membership Group, Content Brands Group, and the Advertising.com Group. | d372021d8k.htm |
| 2012-06-20 | 8-K | 2012-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) AOL Inc.’s (the “Company”) 2012 annual meeting of stockholders (the “Annual Meeting”) was held on June 14, 2012. | d369987d8k.htm |
| 2012-06-15 | 8-K | 2012-06-15 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 15, 2012, AOL Inc., a Delaware corporation (“AOL” or the “Company”), announced that it closed a previously announced transaction with Microsoft Corporation, a Washington corporation (“Microsoft”) to sell over 800 of the Company’s patents and their related patent applications (the “Patent Portfolio”) and to grant Microsoft a non-exclusive license to its retained patent portfolio, for aggregate proceeds of $1.056 billion in cash, pursuant to a definitive agreement (the “Purchase Agreement”) which the Company entered into with Microsoft on April 5, 2012. | aol_patentdealclosing8krev61.htm |
| 2012-05-09 | 8-K | 2012-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2012, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2012. | d347825d8k.htm |
| 2012-04-09 | 8-K | 2012-04-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d331056d8k.htm |
| 2012-03-30 | 8-K | 2012-03-30 | 8.01 Other Events | 8.01 We are continuing to work on the comeback of AOL and have a plan that is beneficial for employees, customers and shareholders. | d328337d8k.htm |
| 2012-03-30 | 8-K | 2012-03-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 28, 2012, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of AOL Inc. (the “Company”) approved a new Employment Agreement (the “Agreement”) with Timothy M. Armstrong, the Company’s Chairman and Chief Executive Officer. | d327910d8k.htm |
| 2012-02-27 | 8-K | 2012-02-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 22, 2012, Mr. Alexander Gounares notified AOL Inc. (the “Company”) of his intent to resign as Chief Technology Officer of the Company for personal reasons and to pursue other interests. | d307272d8k.htm |
| 2012-02-24 | 8-K | 2012-02-24 | 8.01 Other Events | 8.01 On February 24, 2012, AOL Inc. (the “Company”) issued a press release. | d306526d8k.htm |
| 2012-02-01 | 8-K | 2012-02-01 | 2.02 Results of Operations and Financial Condition | 2.02 On February 1, 2012, AOL Inc. (the “Company”) announced its financial results for the three months ended December 31, 2011. | d292474d8k.htm |
| 2011-12-09 | 8-K | 2011-12-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On December 5, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of AOL Inc. (the “Company”) approved a stock option grant to purchase shares of common stock under the Company’s 2010 Stock Incentive Plan (the “SIP”) to Arthur Minson, the Company’s Executive Vice President and Chief Financial Officer in connection with his expanded role as President of AOL Services. | d267173d8k.htm |
| 2011-11-02 | 8-K | 2011-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2011, AOL Inc. (the “Company”) announced its financial results for the three months ended September 30, 2011. | d250621d8k.htm |
| 2011-08-26 | 8-K | 2011-08-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 24, 2011, Mr. Douglas Horne, notified AOL Inc. (the “Company”) of his resignation as the Company’s Deputy Chief Financial Officer, Controller and Chief Accounting Officer. | d8k.htm |
| 2011-08-11 | 8-K | 2011-08-11 | 7.01 Regulation FD Disclosure | 7.01 On August 11, 2011, AOL Inc. (the “Company”) announced that its Board of Directors has approved a stock repurchase program, effective August 10, 2011. | d8k.htm |
| 2011-08-09 | 8-K | 2011-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2011, AOL Inc. (the “Company”) announced its financial results for the three months ended June 30, 2011. | d8k.htm |
| 2011-05-27 | 8-K | 2011-05-25 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 (a) AOL Inc.’s (the “Company”) 2011 annual meeting of stockholders (the “Annual Meeting”) was held on May 25, 2011. 8.01 On May 25, 2011, the Board approved the AOL Inc. 2011 Directors’ Deferred Compensation Plan (the “Plan”) for non-employee directors of the Company. | d8k.htm |
| 2011-05-04 | 8-K | 2011-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2011, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2011. | d8k.htm |
| 2011-03-25 | 8-K | 2011-03-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On March 22, 2011, in connection with the requirements of his appointment as President and Chief Executive Officer of the National Cable & Telecommunications Association, Michael Powell notified AOL Inc. (“AOL”) of his decision not to stand for re-election to the Board of Directors at AOL’s 2011 annual meeting of stockholders. | d8k.htm |
| 2011-03-07 | 8-K | 2011-03-04 | 8.01 Other Events | 8.01 As previously announced, on February 7, 2011, AOL Inc. (the “Company”) entered into an Agreement and Plan of Merger dated as of February 6, 2011 (the “Merger Agreement”) with Headline Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and TheHuffingtonPost.com, Inc., a Delaware corporation (“The Huffington Post”), for the acquisition by the Company of The Huffington Post. | d8k.htm |
| 2011-02-07 | 8-K | 2011-02-06 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. | d8k.htm |
| 2011-02-02 | 8-K | 2011-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 On February 2, 2011, AOL Inc. (the “Company”) announced its financial results for the three months ended December 31, 2010. | d8k.htm |
| 2011-01-31 | 8-K | 2011-01-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2011, the Board of Directors (the “Board”) of AOL Inc. (the “Company”) elected Alberto Ibargüen to the Board effective immediately. | d8k.htm |
| 2011-01-31 | 8-K | 2011-01-31 | 8.01 Other Events | 8.01 On January 31, 2011, AOL Inc. announced that it has completed the purchase of goviral A/S (“goviral”), a company incorporated and registered in the Kingdom of Denmark, for $74.1 million. | d8k.htm |
| 2011-01-28 | 8-K | 2011-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 26, 2011, the Board of Directors (the “Board”) of AOL Inc. (the “Company”) approved the material terms of the 2011 AOL Inc. Annual Bonus Plan (the “ABP”). | d8k.htm |
| 2010-11-16 | 8-K | 2010-11-15 | 8.01 Other Events | 8.01 As previously announced, on October 29, 2010, AOL Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with RT Pacific Blvd, LLC, a Delaware limited liability company, and a subsidiary of CB Richard Ellis Realty Trust (the “Buyer”), for the sale of four office buildings (including all related personal property, fixtures and improvements) and two parcels of undeveloped land that collectively form the eastern portion of the Company’s Dulles, Virginia campus (“Pacific Corporate Park”). | d8k.htm |
| 2010-11-03 | 8-K | 2010-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2010, AOL Inc. (the “Company”) announced its financial results for the three months ended September 30, 2010. | d8k.htm |
| 2010-10-29 | 8-K | 2010-10-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On October 29, 2010, AOL Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with RT Pacific Blvd, LLC, a Delaware limited liability company, and a subsidiary of CB Richard Ellis Realty Trust (the “Buyer”), pursuant to which the Company has agreed to sell to the Buyer the four office buildings (including all related personal property, fixtures and improvements) located at 22110 Pacific Boulevard, 22260 Pacific Boulevard, 22265 Pacific Boulevard, 22270 Pacific Boulevard, and two parcels of undeveloped land located at 22275 Pacific Boulevard and 22341 Dresden Street in Dulles, Virginia that collectively form the eastern portion of the Company’s Dulles, VA campus (“Pacific Corporate Park”), for a purchase price of $144.5 million in cash, exclusive of customary closing costs. | d8k.htm |
| 2010-10-01 | 8-K | 2010-09-30 | 1.02 Termination of a Material Definitive Agreement | 1.02 On September 30, 2010 (the “Termination Date”), AOL Inc. (the “Company”) terminated its secured credit agreement, dated December 9, 2009 (the “Credit Agreement”) among the Company, as borrower, the lenders party thereto (the “Lenders”), Bank of America, N.A., as administrative agent (the “Administrative Agent”) and the other financial institutions party thereto for a 364-day revolving $250.0 million senior secured revolving credit facility (the “Revolving Credit Facility”). | d8k.htm |
| 2010-09-08 | 8-K | 2010-09-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (a) On September 7, 2010, James Wiatt notified the Board of Directors (the “Board”) of AOL Inc. (the “Company”) of his resignation from the Company’s Board effective immediately in order to assume a new role providing strategic advice and consultation to the Company. 7.01 A copy of the Company’s press release regarding Mr. Wiatt’s resignation and new role is attached hereto as Exhibit 99.1 to this report and is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. | d8k.htm |
| 2010-09-02 | 8-K | 2010-09-02 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On September 1, 2010, AOL and Google entered into a binding Memorandum of Understanding pursuant to which the parties will work together to expand the alliance to include the provision of mobile search and mobile search advertising services to AOL as well as extend the term of and expand the existing international agreements. | d8k.htm |
| 2010-08-04 | 8-K | 2010-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2010, AOL Inc. (the “Company”) announced its financial results for the three months ended June 30, 2010. | d8k.htm |
| 2010-07-12 | 8-K | 2010-07-08 | 8.01 Other Events | 8.01 As previously announced, on April 28, 2010, AOL Inc., (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Digital Sky Technologies Limited, a British Virgin Islands company (“Digital Sky”), for the sale of the Company’s ICQ operations (“ICQ”). | d8k.htm |
| 2010-06-29 | 8-K | 2010-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 28, 2010, AOL Inc. (the “Company”) and Tricia Primrose Wallace agreed that she will step down from her position as Executive Vice President, Communications with the Company once a successor is in place, and that Ms. Primrose Wallace will serve in an advisory role with the Company. | d8k.htm |
| 2010-06-17 | 8-K | 2010-06-16 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, AOL Inc. (the “Company”) has been exploring strategic alternatives for its Bebo, Inc. (“Bebo”) subsidiary including a sale or possible shutdown. | d8k.htm |
| 2010-05-14 | 8-K | 2010-05-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On May 10, 2010, AOL Inc. (the “Company”) announced that Ira H. Parker, Executive Vice President, General Counsel and Corporate Secretary has stepped down from his position. | d8k.htm |
| 2010-05-04 | 8-K | 2010-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 5.07 – Submission of Matters to a Vote of Security Holders. | d8k.htm |
| 2010-04-28 | 8-K | 2010-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2010, AOL Inc. (the “Company”) announced its financial results for the three months ended March 31, 2010. | d8k.htm |
| 2010-04-28 | 8-K | 2010-04-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d8k.htm |
| 2010-04-23 | 8-K | 2010-04-22 | 8.01 Other Events | 8.01 On April 22, 2010, Michael Powell provided notice to AOL Inc. (the “Company”) that he has resigned effective immediately as a member of the Company’s Nominating and Governance Committee (the “Committee”). | d8k.htm |
| 2010-02-03 | 8-K | 2010-02-03 | 2.02 Results of Operations and Financial Condition | 2.02 On February 3, 2010, AOL Inc. (the “Company”) announced its financial results for its fourth quarter and for the year ended December 31, 2009. | d8k.htm |
| 2010-02-02 | 8-K | 2010-01-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 27, 2010, the Compensation Committee (the “Compensation Committee”) of the Board of the Directors of AOL Inc. (the “Company”) approved a cash award program designed to compensate those employees of the Company who forfeited restricted stock units (“RSUs”) of Time Warner Inc. (“Time Warner”) upon the Company’s legal and structural separation from Time Warner on December 9, 2009 (the “Spin-off”). | d8k.htm |
| 2009-12-22 | 8-K | 2009-12-16 | 2.05 Costs Associated with Exit or Disposal Activities; 2.06 Material Impairments | 2.05 On December 16, 2009, the Board of Directors (the “Board”) of AOL Inc. (the “Company”) approved a restructuring plan related to the Company’s continuing cost reduction initiatives aimed at aligning the Company’s organizational structure and costs with its strategy (the “Restructuring”). 2.06 The information set forth under Item 2.05 of this Current Report on Form 8-K regarding the Restructuring is incorporated by reference in response to this Item 2.06. | d8k.htm |
| 2009-12-22 | 8-K | 2009-12-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 15, 2009, AOL Inc. (the “Company”) and Timothy M. Armstrong, Chairman and Chief Executive Officer of the Company, entered into an amendment (the “Amendment”) to Mr. Armstrong’s employment agreement dated as of March 12, 2009 and effective as of April 7, 2009 (the “Armstrong Employment Agreement”) among Mr. Armstrong, AOL LLC (the Company’s predecessor in interest) and Time Warner Inc. (“Time Warner”). | d8k.htm |
| 2009-12-11 | 8-K | 2009-12-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above under Item 1.01 of this Current Report on this Form 8-K is incorporated herein by reference. | d8k.htm |
| 2009-12-11 | 8-K/A | 2009-11-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 23, 2009, AOL Inc. (the “Company”) filed a Current Report on Form 8-K under Item 5.02 reporting that the Board of Directors (the “Board”) appointed Richard L. Dalzell, Karen E. Dykstra, William R. Hambrecht, Susan M. Lyne, Patricia E. Mitchell, Michael K. Powell, James R. Stengel and James A. Wiatt as directors of the Company, effective as of 12:01 a.m., New York City time, on December 9, 2009. | d8ka.htm |
| 2009-12-11 | 8-K | 2009-12-08 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The disclosure in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in this Item 3.03. 5.03 On November 20, 2009, the Board of Directors (the “Board”) of the Company approved the Amended and Restated Certificate of Incorporation of the Company (the “New Certificate”). | d8k.htm |
| 2009-11-23 | 8-K | 2009-11-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 20, 2009, each of Jeffrey L. Bewkes and John K. Martin, Jr. delivered a conditional resignation as a member of the Board of Directors (the “Board”) of AOL Inc. (the “Company”), effective as of 11:59 p.m., New York City time, on December 8, 2009, the business day immediately prior to the date of the Company’s previously announced spin-off (the “Spin-off”) from Time Warner Inc. (“Time Warner”), and the Board appointed Richard L. Dalzell, Karen E. Dykstra, William R. Hambrecht, Susan M. Lyne, Patricia E. Mitchell, Michael K. Powell, James R. Stengel and James A. Wiatt as directors of the Company, effective as of 12:01 a.m., New York City time, on December 9, 2009. | d8k.htm |
| 2009-11-19 | 8-K | 2009-11-19 | 8.01 Other Events | 8.01 On November 19, 2009, AOL Inc. (the “Company”) informed its employees of proposed restructuring activities as part of its continuing cost reduction initiatives aimed at aligning the Company’s organizational structure and costs with its strategy (the “Restructuring”). | d8k.htm |