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Actionable news in STMP: Stamps.com Inc.,

Current report, item 5.02

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

(Exact name of registrant as specified in its charter)

Delaware 000-26427 77-0454966
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

Not Applicable

(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:

On April 15, 2016, the compensation committee of our Board of Directors approved a non-equity incentive plan for 2016 (the “2016 Plan”) under which members of our executive management, including our named executive officers, are eligible for cash bonus awards to be paid in 2017. The 2016 Plan sets a base level aggregate bonus pool (the “Base Pool”) and provides that the actual bonus pool for 2016 could range from zero to twice the Base Pool based on our performance in 2016 relative to targets for revenue and adjusted EBITDA. The compensation committee set the amount of the Base Pool so that, if executive management performs at a reasonable level, as a group they would receive total cash compensation for 2016 that, when compared to benchmarks set using comparable individuals at comparable companies, would result in a similar outcome to compensation that the executive management team received in 2015 versus the similarly derived compensation benchmarks used during 2015. However, the compensation committee retains the discretion to adjust the size of the bonus pool, for example to take into account factors such as deterioration in the economic environment.

After it determines the final bonus pool after year end, the compensation committee will allocate the bonus pool based on its assessment of the individual performance of each participating employee as well as that employee’s overall compensation level versus relevant benchmarks set using comparable individuals at comparable companies. No individual has an individual bonus guarantee under the 2016 Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.