UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  September 11, 2009

 

ACTIVISION BLIZZARD, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-15839

 

95-4803544

(State or Other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

3100 Ocean Park Boulevard, Santa
Monica, CA

 

90405

(Address of Principal Executive
Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (310) 255-2000

 

 

(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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

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.

 

The information regarding George L. Rose (“Mr. Rose”) contained in the press release entitled, “Activision Blizzard Appoints Top Attorney George L. Rose to Newly Created Position of Chief Public Policy Officer; Christopher B. Walther to Join Company as Chief Legal Officer,” attached to this Current Report on Form 8-K as Exhibit 99.1 is incorporated herein by reference.

 

On September 11, 2009, Activision Blizzard, Inc. (the “Company”) entered into an employment agreement with Mr. Rose (the “Agreement”), pursuant to which Mr. Rose will serve as Executive Vice President and Chief Public Policy Officer of the Company.  The Agreement becomes effective on January 1, 2010 and expires on December 31, 2012.  Upon effectiveness, the Agreement will supersede the existing employment agreement between Mr. Rose and Activision Publishing, Inc. dated September 11, 2007, which was scheduled to expire on March 31, 2010.

 

Mr. Rose’s initial annual base salary under the Agreement will be $540,000 and he will be eligible to receive an annual bonus, with a target amount of 75% of his base salary.  Additionally, Mr. Rose will receive, subject to the approval of the Compensation Committee of the Board of Directors, options to purchase 460,000 shares of the Company’s common stock and 45,000 restricted share units, each vesting ratably on an annual basis over three years.  Mr. Rose is also eligible to participate in all benefit and perquisite plans, programs and arrangements generally available to executives of the Company.  The Agreement also entitles Mr. Rose to specified additional severance benefits if his employment is terminated by the Company without cause, by Mr. Rose if his principal place of business is relocated without his consent, by the Company if Mr. Rose becomes disabled, or by reason of his death.  Additionally, the Company will provide Mr. Rose with a supplemental term life insurance policy with a benefit amount of $2,000,000 and indemnify him against any liabilities incurred by reason of his employment with the Company.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                            Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated September 16, 2009

 

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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 hereunto duly authorized.

 

Date: September 16, 2009

ACTIVISION BLIZZARD, INC.

 

 

 

 

 

By:

/s/ George Rose

 

 

George Rose

 

 

Chief Legal Officer

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated September 16, 2009

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

For media inquiries contact:

 

 

Maryanne Lataif

 

 

SVP, Corporate Communications

 

 

310 255- 2704

 

 

mlataif@activision.com

 

ACTIVISION BLIZZARD APPOINTS TOP ATTORNEY GEORGE L. ROSE

TO NEWLY CREATED POSITION OF CHIEF PUBLIC POLICY OFFICER

 

CHRISTOPHER B. WALTHER TO JOIN COMPANY

AS CHIEF LEGAL OFFICER

 

September 16, 2009 — Santa Monica, CA — Activision Blizzard (Nasdaq: ATVI) announced today that George L. Rose has been appointed to the newly created position of Executive Vice President and Chief Public Policy Officer. The company also announced that Christopher B. Walther, Procter & Gamble’s general counsel for Western Europe, has been named to succeed Mr. Rose as the company’s Chief Legal Officer.

 

Mr. Rose’s appointment, which will be effective January 1, 2010, reflects Activision Blizzard’s growth as a global leader in video games and entertainment. Reporting to Robert Kotick, CEO of Activision Blizzard, Mr. Rose will be responsible for all federal, state and foreign public policy programs, as well as for regulatory policy initiatives worldwide.  As Chief Legal Officer, Mr. Rose was the architect of the company’s global legal strategy and oversaw all compliance functions.   He is a 14-year veteran of Activision and has more than 20 years experience in corporate entertainment law.

 

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Mr. Walther brings to Activision Blizzard 17 years of experience as a key leader and senior counsel for one of the world’s largest consumer products companies. In addition to his current position at Procter & Gamble, Mr. Walther served as General Counsel of Central and Eastern Europe, Middle East and Africa and General Counsel for Japan and Northeast Asia.  During his tenure, he also oversaw the securities law and M&A transactions group and served in the corporate secretary function for the Board of Directors.

 

Before joining Procter & Gamble, Mr. Walther served as a law clerk for Judge Harry W. Wellford of the United States Sixth Circuit Court of Appeals.  He is a summa cum laude graduate of the University of Kentucky College of Law and Centre College. Mr. Walther will report to Thomas Tippl Activision Blizzard’s Chief Corporate Officer and Chief Financial Officer. Until Mr. Walther joins the company, which is expected to occur later this year, Mr. Rose will continue to serve as the company’s Chief Legal Officer.

 

“Both of these appointments further strengthen Activision Blizzard’s executive management team as we grow to meet the increasing demands of the video game industry,” stated Robert Kotick.  “The creation of a new public policy role ensures that we are well positioned to proactively address the complex global legislative issues and regulatory issues likely to face our industry as we move towards even greater mass-market orientation.  George has distinguished himself during his long tenure at Activision and his breadth of legal expertise will enable us to keep key stakeholder audiences abreast of our business and industry issues.”

 

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Kotick continued, “We are also very pleased to welcome Chris to Activision Blizzard. His impressive track record of success and proven experience coupled with his considerable domestic and international expertise makes him an ideal candidate for this position.”

 

Headquartered in Santa Monica, California, Activision Blizzard, Inc. is a worldwide online, PC and console game publisher with leading market positions across every major category of the rapidly growing interactive entertainment software industry.

 

Activision Blizzard maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Ireland, Italy, Sweden, Spain, Norway, Denmark, the Netherlands, Australia, China, South Korea and the region of Taiwan.  More information about Activision Blizzard and its products can be found on the company’s website, www.activisionblizzard.com.

 

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