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IUSA > SEC Filings for IUSA > Form 8-K on 14-Jan-2009All Recent SEC Filings

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Form 8-K for INFOGROUP INC.


14-Jan-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

Election of Directors:

Roger S. Siboni and Thomas L. Thomas were elected by the Board of Directors of infoGROUP Inc. (the "Company") on January 9, 2009, to fill the vacancies created by the resignations of Dr. George F. Haddix and Dr. Vasant H. Raval. As previously disclosed, the resignations of Drs. Haddix and Raval were tendered on August 25, 2008, and such resignations became effective on December 9, 2008.

Mr. Siboni will serve on the Board's Nominating and Corporate Governance Committee, as well as the Compensation Committee. Mr. Thomas will serve on the Board's Audit Committee. Both Mr. Siboni and Mr. Thomas have a term of office expiring at the 2009 Annual Shareholder Meeting.

Mssrs. Siboni and Thomas will participate in the standard director compensation program, as adopted by the Board on October 24, 2008, and effective as of January 1, 2009. Under that plan, non-employee directors receive an annual board retainer of $100,000, of which $50,000 is in the form of cash to be paid in equal monthly installments of $4,166.67, and $50,000 is in the form of equity consisting of restricted share units, typically vesting one year from the date of grant. Additionally, for each permanent standing committee of the Board (which currently include the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee), committee chairs receive an additional $30,000 in cash annually to be paid in monthly installments of $2,500, and committee members receive an additional $15,000 in cash annually to be paid in equal monthly installments of $1,250.

A copy of the press release issued by the Company on January 14, 2009, announcing the elections of Mssrs. Siboni and Thomas is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                   Description
99.1             Press Release of infoGROUP dated January 14, 2009 relating to the
                 appointment of Roger S. Siboni and Thomas L. Thomas to the Board of
                 Directors of the Company.


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