UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
April 1, 2005
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RENTRAK CORPORATION
(Exact name of registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
0-15159 93-0780536
(Commission File Number) (IRS Employer Identification No.)
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon 97220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 284-7581
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 1, 2005, the Compensation Committee of the Board of
Directors of Rentrak Corporation (the "Company") approved the payment of
discretionary cash incentive bonuses to the Company's executive officers for
services during the Company's fiscal year ended March 31, 2005, as follows:
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Name Title Bonus Amount
---- ----- ------------
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Tim Erwin Vice President, Customer Relations $40,000
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Ron Giambra Senior Vice President, Theatrical 40,000
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Marty Graham Chief Operating Officer, PPT Division 40,000
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Cathy Hetzel Senior Vice President, OnDemand 40,000(1)
Essentials
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Kenneth Papagan Executive Vice President, Business 42,500(1)
Development & Strategic Planning
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Chris Roberts Senior Vice President, Sales and 20,000
Marketing
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Mark Thoenes Senior Vice President and Chief 20,000
Financial Officer
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Amir Yazdani Executive Vice President and Chief 42,500
Information Officer
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(1) Includes amounts approved in accordance with the terms of the Company's
employment agreements with Ms. Hetzel and Mr. Papagan, which provided for
minimum cash bonuses in the amounts of $22,000 and $30,000, respectively, for
services during the period beginning July 1, 2004, through December 31, 2004. In
addition, under the employment agreements, Ms. Hetzel and Mr. Papagan were paid
cash bonuses in the amounts of $22,000 and $30,000, respectively, for their
services during the first quarter of the Company's fiscal year ended March 31,
2005.
The information contained in this report should be read in
conjunction with the information set forth under the caption "Executive
Compensation" in the Company's Proxy Statement relating to its 2004 Annual
Meeting of Shareholders, which is available at the Company's web site at
www.rentrak.com and the Securities and Exchange Commission's web site at
www.sec.gov.
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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 thereunto duly authorized.
RENTRAK CORPORATION
Dated: April 7, 2005 By: /s/ Paul A. Rosenbaum
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Paul A. Rosenbaum
Chairman, President and Chief Executive
Officer
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