UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Move, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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Move, Inc.
910 East Hamilton Avenue
Campbell, California 95008
_______________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 13, 2012
_______________________

To Our Stockholders:

     The annual meeting of stockholders of Move, Inc., a Delaware corporation, will be June 13, 2012, at 9:30 a.m., local time, at the Company’s offices located at 910 East Hamilton Ave., 6th Floor, Campbell, California 95008, for the following purposes:

      1.       To elect the five directors nominated for election by the Governance and Nominating Committee of our Board of Directors (the “Board”), as listed in the enclosed proxy statement, each to serve for a term through the annual meeting of stockholders in 2013 and until their respective successors have been duly elected and qualified;
 
2. To ratify the appointment of Move, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2012;
 
3. To approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers; and
 
4. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

     The foregoing matters are described in more detail in the enclosed proxy statement. Only stockholders of record at the close of business on the record date, April 16, 2012 (the “Record Date”), are entitled to receive notice of and vote at the annual meeting or any postponement or adjournment thereof.

     Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials over the Internet. On or about May 2, 2012, we will mail our stockholders a Notice Regarding Availability of Proxy Materials (the “Notice”), in connection with the solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders and any adjournments or postponements thereof. On or before the date of mailing, we will make our Proxy Statement, including this Notice of Annual Meeting, and the Annual Report, publicly available on the Internet so that it is accessible according to the instructions provided in the Notice. The Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice will also instruct you as to how you may submit your proxy over the Internet or by mail, including how to receive a printed copy of our proxy materials.

By Order of the Board of Directors,

JAMES S. CAULFIELD
Executive Vice President, General Counsel
and Secretary

Westlake Village, California
April 26, 2012

Whether or not you plan to attend the Annual Meeting, your vote is very important, and we encourage you to vote promptly. If you execute a proxy over the Internet or by mailing in a proxy card, but later decide to attend the annual meeting in person, or for any other reason desire to revoke your proxy, you may do so at any time before your proxy is voted.



____________________

PROXY STATEMENT
____________________

     This proxy statement is furnished on behalf of the Board of Directors of Move, Inc., a Delaware corporation (“Move” or the “Company”), for use at Move’s annual meeting of stockholders to be held on June 13, 2012, at 9:30 a.m., local time, and any postponement or adjournment thereof. The annual meeting will be held at the Company’s offices located at 910 East Hamilton Ave., 6th Floor, Campbell, California 95008.

     These proxy solicitation materials were first made available on or about May 2, 2012, to stockholders entitled to vote at the annual meeting.

     Unless otherwise stated or indicated by context, all references in this proxy statement to particular numbers of shares of the Company’s common stock or to the price or price per share of such stock reflect the effect of the Company’s one-for-four (1:4) reverse stock split effected on November 18, 2011, as previously reported in our Current Report on Form 8-K filed November 21, 2011.

ABOUT THE MEETING

What is the purpose of the annual meeting?

     At the annual meeting, stockholders will vote on the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, including:

     All directors to be elected by the holders of our common stock will be elected for a term of one year. Five of our current directors -- Joe F. Hanauer, Steven H. Berkowitz, Kenneth K. Klein, V. Paul Unruh and Bruce G. Willison -- have been nominated and are being submitted for re-election to our holders of common stock as indicated under “Who is entitled to vote?” below.

     In addition, pursuant to its ownership of our sole outstanding share of Series A Preferred Stock (the “Series A Preferred Stock”), the National Association of REALTORS® (the “NAR”) has the right to elect one director to our Board (the “Series A Director”). Beginning with our 2008 annual meeting, and again at our 2009, 2010 and 2011 annual meetings, the NAR elected Catherine B. Whatley to serve as the Series A Director. Ms. Whatley’s term expires at this annual meeting. The NAR has indicated its intent to re-elect Catherine B. Whatley to serve as the Series A Director as of our 2012 annual meeting.

Who is entitled to vote?

     Only stockholders of record who owned our common stock at the close of business on the Record Date are entitled to vote at the annual meeting or any postponement or adjournment of the meeting. Pursuant to its ownership of our sole outstanding share of Series A Preferred Stock, the NAR has the right to elect the Series A Director. The holders of the common stock are not entitled to vote on the election of the Series A Director.

What is the Board of Directors’ recommendation on the proposals?

     The Board of Directors recommends that you vote:


How do I vote?

     The Notice will instruct you as to how you may submit your proxy over the Internet or to return your proxy card by mail. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

     If your shares are held in “street name” by your broker or bank, you might receive a form from your broker or bank seeking instructions as to how your shares should be voted. If you do not instruct your broker or bank how to vote, your broker or bank will vote your shares if it has discretionary power to vote on a particular matter. Except for the ratification of the appointment of the Company’s independent registered public accounting firm, each of the matters outlined in the accompanying Notice of Annual Meeting of Stockholders is a non-routine item under NYSE rules applicable to brokers. As a result, brokers who do not receive instructions from you as to how to vote will not be able to vote your shares on these proposals, resulting in what is known as a “broker non-vote.” The ratification of the appointment of an independent registered public accounting firm is currently a routine item under NYSE rules applicable to brokers. As a result, brokers who do not receive instructions as to how to vote on this matter generally may vote on this matter in their discretion.

     If you are a stockholder of record, the shares on your proxy represent ALL of your shares. If you do not return your proxy card(s) or vote over the Internet, your shares shown on your proxy will not be voted except, as described below, by way of personal attendance and voting at the annual meeting.

     You may also attend the annual meeting and vote in person if you are a stockholder of record on the Record Date. If your shares are held in street name, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares, giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm or bank authorizing you to vote certain shares it holds in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted over the Internet or by mail. Even if you currently plan to attend the meeting, we recommend that you also vote by proxy, as described above, so that your vote will be counted if you later decide not to attend the meeting.

Can I change my vote after I return my proxy?

     Yes, you have the right to revoke your proxy at any time before the annual meeting by submitting another, later-dated proxy by mail or via the Internet, by notifying our corporate secretary in writing, or by voting in person at the annual meeting.

Who will count the votes?

     Broadridge Financial Solutions, Inc. (“Broadridge”) will count the votes and act as the inspector of elections.

What does it mean if I get more than one Notice?

     If your shares are registered differently and are in more than one account, you may receive more than one Notice. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare Shareowner Services LLC (800-851-9726), or, if your shares are held in street name, by contacting the broker or bank that holds your shares.

How many shares can vote?

     As of the Record Date 39,179,255 shares of common stock were issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held.

What is a quorum?

     The presence at the meeting in person or by proxy of the holders of a majority of the shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business. Proxies marked as abstaining on any matter to be acted upon by stockholders and “broker non-votes” will be treated as present for purposes of determining a quorum.

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What is required to approve the proposals, once a quorum is established?

     For the election of the directors (other than the Series A Director), the nominees for director shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly, the five nominees for director who are to be elected by holders of the common stock who receive the most votes of the common stock cast at the meeting will become directors of the Company.

     To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, what is required is the affirmative vote of the holders of a majority of shares of common stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

     To approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, what is required is the affirmative vote of the holders of a majority of shares of common stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter. The vote on approval of the compensation of the Company’s Named Executive Officers is advisory and therefore will not be binding on the Board or the Company; however, the Board will take such voting results into consideration when making future decisions regarding executive compensation. As used in this proxy statement, “Named Executive Officer(s)” refers to the individual(s) identified as such at the beginning of the “Compensation Discussion and Analysis” section and “Summary Compensation Table” of this proxy statement.

     For any other business as may properly come before the meeting or any postponement or adjournment thereof, what is required is the affirmative vote of the holders of a majority of shares of common stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

     Broker non-votes will be treated as not entitled to vote with respect to the election of directors and will have no impact on the outcome of the vote with respect to this proposal. Brokers have discretionary authority to vote for the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and therefore a broker non-vote will be counted as a vote cast for the proposal. Brokers do not have discretionary authority to vote regarding the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; a broker non-vote on this proposal will have the same effect as a vote against the proposal, because approval of the matter requires a majority of the outstanding shares (as indicated above) and a broker non-vote is one less vote for approval.

     If you properly execute your proxy card and send it to the Company or vote it online in time to vote, the persons named in the form of proxy will vote your shares as specified. With respect to each of the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, if you sign the proxy form but do not make specific choices, your proxy will vote your shares in accordance with the recommendations of the Board with respect to such matters. If any other matter is presented during the meeting, your proxy will vote in accordance with his best judgment, to the extent permitted by applicable law and the listing rules of the NASDAQ. As of the date of this proxy statement, the Company is not aware of any matters to be acted on at the Annual Meeting other than those matters described in this proxy statement. Any proxy given may be revoked at any time before it is voted at the Annual Meeting.

What happens if I abstain?

     Proxies marked “abstain” will be counted as shares present for the purpose of determining the presence of a quorum; but for purposes of determining the outcome of a proposal, shares represented by these proxies will not be treated as affirmative votes. With respect to the election of directors, you may vote “FOR” one or more or all nominees or “WITHHOLD AUTHORITY” to vote for one or more or all nominees, with no separate provision to “abstain” in such vote. For a proposal requiring the approval of holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter, which includes the ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm and approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers, an abstention will have no impact on the outcome of the vote with respect to such proposals.

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How will Move solicit proxies?

     We have retained Broadridge to assist in the distribution of proxy materials. We will bear the costs and expenses of preparing and mailing proxy solicitation materials for the annual meeting and will reimburse brokerage firms and others for their reasonable out-of-pocket expenses for forwarding proxy solicitation materials to stockholders. We have not retained a proxy solicitation service to assist in soliciting proxies. If, however, a proxy solicitation service is retained, we will bear the costs of such service. Proxies may also be solicited in person, by telephone, or by facsimile by our directors, officers and employees without additional compensation being paid to these persons.

PROPOSAL 1 — ELECTION OF DIRECTORS

     Our Bylaws provide that the authorized number of directors may be fixed by resolution of the Board of Directors from time to time; provided, however, that the number of directors shall not be decreased below six (6) directors nor increased above ten directors without stockholder approval. As of last year’s annual meeting on June 15, 2011, the number of directors had been fixed by the Board at eight (8).

     On March 21, 2012, the Board decided to redeem all of the then outstanding Series B Convertible Participating Preferred Stock of the Company (the “Series B Preferred Stock”) from Elevation Partners, L.P. and Elevation Side Fund, LLC (together, “Elevation”). The Board also, as reported in our Current Report on Form 8-K filed on March 26, 2012, received notification (i) from Fred D. Anderson, Elevation’s representative on our Board, of his resignation from the Board effective upon the consummation of such redemption (the “Redemption”), consistent with the terms of the Stockholders Agreement between the Company and Elevation dated November 29, 2005 (the “Stockholders Agreement”), and (ii) from Roger B. McNamee, a Managing Partner of Elevation, that he would not stand for re-election to our Board at this year’s annual meeting of stockholders. The Board subsequently fixed the number of directors as follows: seven (7) directors effective upon consummation of the Redemption (which occurred on April 6, 2012, as reported in our Current Report on Form 8-K filed on April 11, 2012); and six (6) directors effective concurrent with this year’s annual meeting of stockholders. Accordingly, the Board is proposing the re-election by the stockholders of the five (5) directors named in this proposal, to serve in addition to a sixth director which the NAR has the right to elect pursuant to its ownership of our sole outstanding share of our Series A Preferred Stock.

     Pursuant to our Restated Certificate of Incorporation, the terms of the directors who were elected at our annual meeting of stockholders in 2011 all expire at this 2012 annual stockholders meeting, except for the term of Mr. Anderson who resigned effective April 6, 2012, as discussed above. Accordingly, all directors will be elected at this annual meeting for a term of one year. The Restated Certificate of Incorporation also provides that, notwithstanding the above, each director shall hold office until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

     Unless otherwise instructed, the proxy holders will vote the proxies received by them for the director nominees named on the Notice and the proxy card. If any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxies will be voted for any nominee designated by the present Board of Directors to fill the vacancy. Each of the nominees named on the Notice and proxy card has agreed to serve as director, if elected.

     The nominees nominated by the Governance and Nominating Committee of our Board of Directors for election as directors by the holders of our common stock are:

     As described elsewhere herein, the NAR has indicated its intent to re-elect Catherine B. Whatley as the Series A Director.

     Information about these nominees, our other directors and our executive officers is set forth below in the section entitled “Management — Directors and Executive Officers.”

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Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES LISTED IN THE PROXY. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE WITH RESPECT TO A DIRECTOR NOMINEE, THE PROXY WILL BE VOTED “FOR” THE ELECTION OF THE NOMINEE.

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

     The Audit Committee of the Board of Directors has selected Ernst & Young LLP as the Company’s independent registered public accounting firm for the current fiscal year ending December 31, 2012. The Audit Committee has also pre-approved the engagement of Ernst & Young LLP to provide federal, state and Canadian tax return preparation, advisory and related services to the Company during 2012. Although ratification by the stockholders of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm is not required by law or by the Bylaws of the Company, the Audit Committee believes it is appropriate to seek stockholder ratification of this appointment in light of the critical role played by the independent registered public accounting firm in auditing the Company’s financial statements. If this selection is not ratified at the annual meeting of stockholders, the Audit Committee may reconsider its selection of an independent registered public accounting firm for the fiscal year ending December 31, 2012.

     One or more representatives of Ernst & Young LLP are expected to be present at the annual meeting and will have an opportunity to respond to appropriate questions and make a statement if they desire to do so.

Fees Billed for Services Rendered by Independent Registered Public Accounting Firm

     Ernst & Young LLP served as the Company’s principal independent registered public accounting firm to audit the Company’s financial statements for the fiscal years ended December 31, 2011 and December 31, 2010. The fees billed to us in those fiscal years for Ernst & Young LLP’s services were:

Year ended Year ended
      December 31, 2011       December 31, 2010
Audit Fees(1)        $ 920,000           $ 974,000     
Audit-Related Fees(2) 23,000   —  
Tax Fees(3)   92,000       103,000
All Other Fees(4)   —   —
Total Fees $  1,035,000 $  1,077,000
____________________
 
(1)       “Audit Fees” are fees billed by Ernst & Young LLP for professional services rendered for the audit of the Company’s financial statements for 2011 and 2010, for the auditor’s report on the effectiveness of internal control over financial reporting as of December 31, 2011 and December 31, 2010, for the review of the Company’s financial statements included in the Company’s quarterly reports on Form 10-Q filed with the SEC during 2011 and 2010, and for services that are normally provided by auditors in connection with statutory and regulatory filings or engagements..
 
(2) “Audit-Related Fees” are fees billed by Ernst & Young LLP for 2011 and 2010 for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported above under the caption “Audit Fees.” These services primarily relate to accounting and auditing consultation.
 
(3) “Tax Fees” are fees billed by Ernst & Young LLP for 2011 and 2010 for professional services rendered for tax compliance, tax advice and tax planning for the Company, and includes preparation of Canadian tax returns, review of the Company’s federal U.S. tax return, review of certain state tax returns, assistance with documentation of the validity of the Company’s net operating loss carry-forwards, and assistance with a Canadian research and development study.
 
(4) No fees were billed by Ernst & Young LLP for professional services rendered during 2011 and 2010 other than as stated above under the captions “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

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     The Audit Committee’s policy is to approve in advance all audit services and permitted non-audit services provided by the Company’s independent registered public accounting firm. In 2011 and 2010 the Audit Committee approved, in advance, all services provided by the independent registered public accounting firm and the related fees. Those services involved only audit services, audit accounting consultation and general corporate tax services. In addition, the Audit Committee has authorized its financial expert to pre-approve on behalf of the Audit Committee auditing and permitted non-auditing services of $50,000 or less to be provided by Ernst & Young LLP or any other accounting services firms, with the Audit Committee financial expert to report each pre-approval of services to the full committee at its next scheduled meeting after such pre-approval.

     None of the audit and non-audit services described above for Ernst & Young LLP was approved by the Audit Committee pursuant to the “waiver of pre-approval” provisions set forth in applicable rules of the SEC.

Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

     The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

     As described below in the “Compensation Discussion and Analysis,” we seek to closely align the interests of our Named Executive Officers with the interests of our stockholders. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

     The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our Named Executive Officers, and the philosophy, policies and practices, described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Management Development and Compensation Committee of the Board. However, we value the opinions of our stockholders, and the Management Development and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate.

     Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2011 Summary Compensation Table and the other related tables and disclosures.”

Recommendation of the Board of Directors

     THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED “FOR” THE PROPOSAL.

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MANAGEMENT

Directors and Executive Officers

     The following table sets forth information regarding our nominees for election as directors, our incumbent directors, and our executive officers. We have included below certain information about the nominees for election as directors. The Board of Directors for the Company has concluded that the skills, qualifications and experience of each of the director nominees supports such nominee’s membership on the Company’s Board.

Name       Age       Position
Joe F. Hanauer 74 Director; Chairman of the Board of Directors
Steven H. Berkowitz 53 Director and Chief Executive Officer
Kenneth K. Klein 68 Director
Roger B. McNamee   55 Director
V. Paul Unruh 63 Director
Catherine B. Whatley 61 Director
Bruce G. Willison 63   Director
Rachel C. Glaser 50 Chief Financial Officer
Errol G. Samuelson 46 Chief Revenue Officer; President – REALTOR.com®
Frederick Scott Boecker 39 Chief Product Officer
John M. Robison 44 Chief Technology Officer
James S. Caulfield 48 Executive Vice President, General Counsel and Secretary
____________________

Mr. Fred D. Anderson, formerly Elevation’s representative on our Board, resigned as a director of the Company effective April 6, 2012.

Mr. Roger B. McNamee, a Managing Partner of Elevation, has notified the Company that he will not stand for re-election to our Board at this year’s annual meeting.

Mr. Robert J. Krolik resigned as Chief Financial Officer of the Company effective August 19, 2011, and ceased to be an executive officer of the Company at that time. He continued to be employed by the Company on a part-time basis for transitional purposes until October 19, 2011, and on that date ceased to be employed by the Company.

Ms. Rachel C. Glaser was appointed Chief Financial Officer of the Company effective January 4, 2012.

Mr. Frederick Scott Boecker, Chief Product Officer of the Company, was designated an executive officer of the Company effective April 16, 2012.

Mr. John M. Robison was hired as Chief Technology Officer of the Company effective February 13, 2012, and was designated an executive officer of the Company effective April 16, 2012.

     By virtue of its ownership of our sole outstanding share of Series A Preferred Stock, the NAR has the right to elect the Series A Director. In addition, if there is any vacancy in the office of the Series A Director, then a director to hold office for the unexpired term of the Series A Director may be elected by the vote or written consent of the holder of the Series A Preferred Stock.

     Joe F. Hanauer has served as one of the Company’s directors since November 1996, as vice chairman of our Board of Directors from November 2001 to January 2002, chairman of the Board since January 2002, and lead independent director since December 2004; he was the National Association of REALTORS® representative on the Board through November 2000. Since 1988, Mr. Hanauer, through Combined Investments, L.P., has directed investments in companies primarily involved in real estate and financial services. Mr. Hanauer is a former chairman and director of Grubb & Ellis Company, a former chairman and chief executive officer of Coldwell Banker Residential Group, Inc. and a member of the National Association of REALTORS®. Mr. Hanauer was a trustee of the Calamos Fund Complex, a fund complex of 19 portfolios, from 2001 to December 2009. Mr. Hanauer served as a director of MAF Bancorp Inc. from 1990 until its acquisition in August 2007. Mr. Hanauer serves as one of the Company’s representatives on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University.

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The Board of Directors believes Mr. Hanauer’s expertise in the areas of real estate and financial services, his knowledge of the National Association of Realtors, his experience as chief executive officer of a public company, and his familiarity with Move’s history and business give him the experience, qualifications and skills to serve as a director for the Company.

     Steven H. Berkowitz has served as the Chief Executive Officer of the Company since January 21, 2009, and has served on the Company’s Board of Directors since June 2008. Mr. Berkowitz served as Senior Vice President of the Online Services Group at Microsoft Corporation, a software and services company, from May 2006 to August 2008. Prior to joining Microsoft in May 2006, Mr. Berkowitz served as chief executive officer and a director of Ask Jeeves, an online search engine, from January 2004 until August 2005, when the business was sold to IAC/InterActiveCorp. After acquisition by IAC/InterActiveCorp., Ask Jeeves was renamed IAC Search and Media, and Mr. Berkowitz served as its chief executive officer until May 2006. Mr. Berkowitz was president of the Web Properties Division of Ask Jeeves from May 2001 until December 2003. Mr. Berkowitz also serves on the board of directors of TheLadders.com, a private company.

The Board of Directors believes Mr. Berkowitz’s executive level experience at Internet companies, including his experience as a chief executive officer at a public internet company, gives him the experience, qualifications and skills to serve as a director for the Company.

     Kenneth K. Klein has served as one of the Company’s directors since August 1998. He is President and Chief Executive Officer of a privately held group of companies involved in diversified residential and light commercial construction and land development, including Kleinco Properties, Inc., of which Mr. Klein has served as President and Chief Executive Officer since 1980. Mr. Klein was national vice president of the National Association of Home Builders during the calendar years 1999 and 2000. He serves on the board of directors of First Fidelity Bank, an Oklahoma-based regional bank, is the immediate past chairman of the board of directors of Habitat for Humanity International and is a Trustee for the National Housing Endowment.

The Board of Directors believes Mr. Klein’s experience as an executive at the National Association of Home Builders and his residential and commercial construction expertise give him the experience, qualifications and skills to serve as a director for the Company.

     Roger B. McNamee has served as one of the Company’s directors since December 2005 (as one of two Elevation representatives until April 2011). Mr. McNamee co-founded and has been a managing director of Elevation Partners, L.P. since July 2004. Prior to joining Elevation, Mr. McNamee, as a principal of investment firm Integral Capital Partners, was a co-founder of Silver Lake Partners, a private equity firm, where he is also currently an advisory director. In 1991 Mr. McNamee co-founded the investment firm Integral Capital Partners, where he is currently an advisory director of the general partner of Integral’s seventh investment fund and continues as a managing member of the general partner of its previous investment funds.

Mr. Roger B. McNamee, a Managing Partner of Elevation, has notified the Company that he will not stand for re-election to our Board at this year’s annual meeting.

     V. Paul Unruh has served as one of the Company’s directors since May 2003. For 25 years, Mr. Unruh worked at Bechtel, a privately held global engineering and construction services organization. Prior to his retirement in 2002, Mr. Unruh served as vice chairman of Bechtel Group, Inc. from January 2001 to December 2002 and president of Bechtel Enterprises, a development and financing subsidiary, from July 1997 to January 2001. During his 25-year tenure at Bechtel, Mr. Unruh held a number of management positions including Treasurer, Controller, and Chief Financial Officer. Mr. Unruh has also been a director of Symantec Corporation, a software company, since July 2005, and Heidrick & Struggles International, Inc., a provider of senior-level executive search and leadership services, since July 2004. Mr. Unruh also serves as the chair of Symantec’s Audit Committee. Mr. Unruh was a director of VERITAS Software Corporation, a software company, from 2003 until its acquisition by Symantec in July 2005. Mr. Unruh is a licensed CPA in California.

The Board of Directors believes Mr. Unruh’s senior management financial expertise and his prior experience with capital markets give him the experience, qualifications and skills to serve as a director for the Company.

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     Catherine B. Whatley has served as one of the Company’s directors (as the National Association of REALTORS® representative) since June 2008. Ms. Whatley has also served as the NAR’s representative on the board of directors of RealSelect, Inc., a wholly-owned subsidiary of the Company, since June 2008. Ms. Whatley currently serves on the Executive Committee and the board of directors of the NAR. She was the President of the NAR in 2003 and the Immediate Past President in 2004. Ms. Whatley has been president and owner of Buck & Buck, Inc. REALTORS® since 1986. Ms. Whatley served, until March 2010, as a member and vice chair of the board of directors of JEA, a municipally-owned utility authority, and she serves on several REALTORS® association non-profit boards.

The Board of Directors believes Ms. Whatley’s real estate-related experience and expertise and her prior experience as President of the National Association of Realtors give her the experience, qualifications and skills to serve as a director for the Company.

     Bruce G. Willison has served as one of the Company’s directors since December 2002. Since June 2011, Mr. Willison has served as Dean Emeritus at the UCLA Anderson School of Management. In addition, from January 2006 to June 2011 Mr. Willison served as Professor of Management at the UCLA Anderson School of Management, and from 1999 to December 2005 he served as Dean of the UCLA Anderson School of Management. These appointments followed a 26-year career in the banking industry, most recently as president and chief operating officer of H.F. Ahmanson & Co., the parent company of Home Savings of America. In addition, Mr. Willison has served as a director of Grandpoint Bank, a community bank headquartered in Los Angeles, since June 2011. Mr. Willison has also been a director of Health Net, Inc., an integrated managed care organization, since 2000, and a trustee of the SunAmerica Series Trust, a fund complex of 59 portfolios, since 2001. Mr. Willison was a director of IndyMac Bancorp. Inc., the parent company of IndyMac Bank, from July 2005 to July 2008.

The Board of Directors believes Mr. Willison’s management expertise and his experience in the banking and financial industries give him the experience, qualifications and skills to serve as a director for the Company.

     Rachel C. Glaser became the Company’s Chief Financial Officer on January 4, 2012. Ms. Glaser previously served as the Chief Financial Officer and Chief Operating Officer of MyLife.com, Inc., an Internet-based people search business, since April 2008. She also served as a Senior Vice President and finance officer for the Operations Finance and Corporate Finance units of Yahoo! Inc., an Internet portal business, from May 2005 to April 2008. Ms. Glaser also served from 1986 to 2005 in a variety of capacities with The Walt Disney Company, an entertainment company, including as Vice President - Operations and Business Planning for its Disney Consumer Products division from her appointment to that position in 2004 until April 2005. Ms. Glaser holds an M.B.A. degree in Finance from the University of Southern California, Los Angeles.

     Errol G. Samuelson has served as Chief Revenue Officer of the Company since May 2009, and as President of REALTOR.com® since February 2007. He was hired as Senior Vice President of Operations of Top Producer in August 2003, and has served as President of Top Producer since October 2003. From January 2002 to August 2003, Mr. Samuelson was an independent consultant and co-founder/principal of the consulting firm Pranix, Inc. From January 2001 to December 2001, Mr. Samuelson served as our Director of International Marketing and Vice President of Product Strategy.

     Mr. Frederick Scott Boecker became the Company’s Chief Product Officer on September 28, 2009. Mr. Boecker served as Vice President - European Product Development at Ticketmaster, a seller of event admissions and tickets, since 2006. From 2002 to 2006, Mr. Boecker served as Senior Director of Product Management for Ticketmaster’s Consumer Applications division. Prior to joining Ticketmaster, Mr. Boecker served in senior management positions for KPE Digital Services, an Internet marketing services company, from April 2001 to November 2001 and for eToys, an online retailer of children’s products, from March 1999 to March 2001.

     Mr. John M. Robison became the Company’s Chief Technology Officer on February 13, 2012. Mr. Robison served as Vice President - DVD Product Development, and in other senior management positions, at Netflix, Inc., an online rentals and digital streaming company for movies and other audio-visual entertainment from April 2009 to January 2012; such other positions included Vice President, IT-Operations (from March 2010 to June 2011), Director of Operations Support (from December 2009 to March 2010) and Director of Engineering (from April 2009 to November 2009). Prior to joining Netflix, Mr. Robison served as Chief Technology Officer at Graspr, a social networking business focused on instructional videos, from June 2008 to March 2009 and served as Senior Vice President – Product Development and Technology at SideStep, an Internet travel search company, from June 2006 to

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January 2008. Mr. Robison also served from November 1996 to May 2006 in a variety of capacities with Yahoo!, Inc., an Internet portal and search business, including as Vice President – Premium Services Infrastructure and Vice President – Engineering.

     James S. Caulfield has served as Executive Vice President, General Counsel and Secretary of the Company since October 2006. Mr. Caulfield has been a member of our legal department since February 2004 and has also served as our Senior Vice President, Deputy General Counsel and Assistant Secretary from March 2006 to October 2006. Prior to joining us, Mr. Caulfield was Vice President and General Counsel of Lincoln Financial Advisors Corporation, a financial planning firm, from March 2002 to February 2004.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

     Other than Mr. Berkowitz, due to his position as our Chief Executive Officer, and Ms. Whatley, as a member of the Board of Directors and Executive Committee of the NAR and the person currently elected to our Board by the NAR, the Board of Directors has determined that each member of the Board meets the requirements for being “independent” as defined by applicable law, SEC rules and regulations, and NASDAQ listing standards, each as they may be interpreted and amended from time to time.

     The Board of Directors held a total of eleven meetings during the year ended December 31, 2011. Each director attended 75% or more of the aggregate meetings of the Board and of the Board committees on which they served during 2011.

     The Board has the following standing committees: an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended; a Management Development and Compensation Committee; and a Governance and Nominating Committee. Each of these committees has a written charter, and such charters, as well as our corporate governance guidelines and Code of Conduct and Business Ethics, can be found on our website at http://investor.move.com, by clicking on “Corporate Governance.”

Audit Committee

     The Audit Committee’s principal functions are to:

     Our Audit Committee consists of Messrs. Klein, Willison and Unruh. Each of the members of the Audit Committee meets the standards of independence applicable to audit committee members under applicable SEC rules and NASDAQ listing standards. The Board has determined that Mr. Unruh meets the requirements of an “audit committee financial expert” as defined in SEC rules and regulations. The Audit Committee held eight meetings during 2011.

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Management Development and Compensation Committee

     The Management Development and Compensation Committee’s principal functions are to:

     Our Management Development and Compensation Committee consists of Messrs. Hanauer and Willison, and included Mr. Anderson until his resignation from our Board effective April 6, 2012. Each of these directors is a non-employee director within the meaning of Section 16 of the Securities Exchange Act, an outside director within the meaning of Section 162(m) of the Internal Revenue Code, and an independent director under applicable NASDAQ listing standards. The Management Development and Compensation Committee held six meetings during 2011. The Management Development and Compensation Committee may delegate to the extent permitted by applicable law, SEC rules and NASDAQ listing standards, to one or more members of the committee or to an officer, the power to designate officers and employees of the Company and its subsidiaries who will receive awards, and the number and type of awards, under the Company’s incentive compensation plans and equity-based incentive plans. See the “Compensation Discussion and Analysis” section of this proxy statement for further discussion of the committee’s processes and procedures for the consideration and determination of executive compensation, including the role of executive officers and compensation consultants in determining or recommending the amount or form of executive compensation.

Governance and Nominating Committee

     The Governance and Nominating Committee’s principal functions are to:

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     Our Governance and Nominating Committee consists of Messrs. Hanauer and McNamee. (Mr. McNamee, a Managing Partner of Elevation, has notified the Company that he will not stand for re-election to our Board at this year’s annual meeting. Mr. Klein became a member of the committee in March 2012.) Each of these directors is an independent director under applicable NASDAQ listing standards. The committee held two meetings during 2011.

     The Governance and Nominating Committee will consider all stockholder recommendations for candidates for the Board of Directors, which should be sent by stockholders to the Governance and Nominating Committee in the care of our Secretary, in accordance with the applicable timeliness and information requirements of our Bylaws, Delaware law, and the SEC rules. To facilitate consideration by the Governance and Nominating Committee, the recommendation should also be accompanied by a full statement of the qualifications of the recommended nominee and the consent of the recommending stockholder to be named in our proxy materials. In addition to considering candidates suggested by stockholders, the Governance and Nominating Committee considers potential candidates recommended by current directors, company officers, employees and others.

     Potential new directors are identified, screened, recommended and nominated by the Governance and Nominating Committee. The Governance and Nominating Committee screens all potential candidates in the same manner regardless of the source of the recommendation. Any vacancy on the Board will be filled by the affirmative vote of a majority of the Board members then in office, unless otherwise required by law or if the Board determines that the vacancy may be filled by the stockholders.

     The Governance and Nominating Committee has adopted the following criteria for the evaluation of director nominees:

     On March 21, 2012, the Governance and Nominating Committee recommended to the Board that the general policy of the Company that no director over the age of 75 shall be nominated for re-election be withdrawn; the Board withdrew such policy effective on such date.

     The Governance and Nominating Committee has a formal policy with regard to the consideration of diversity in identifying nominees for the Company’s Board of Directors. That policy provides that the Governance and Nominating Committee, in nominating individuals for the Board, shall consider the extent to which nominees would contribute to the diversity of the Board of Directors as a whole. The Governance and Nominating Committee policy defines “diversity” as a variety of career paths, skill sets, professional experiences, educational experiences, industry backgrounds, viewpoints and other individual qualities and attributes, as well as differences in race and gender. The policy also provides that the Governance and Nominating Committee, in considering individuals for the Board, will seek to attract members from the following industries: technology; the Internet; real estate, real estate finance or

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related activities; financial services; media; marketing; accounting and finance; education; and other core industries related to the Company. The Governance and Nominating Committee plans to assess the effectiveness of the aforesaid policy by considering from time to time whether the Committee’s work is meeting that policy.

Stockholder Communications

     The Board provides a process for stockholders to send communications to the entire Board or any of the directors individually. Stockholders may send written communications to the Board, or to any of the individual directors, in the care of our Secretary at the Company’s address noted above. All communications will be compiled by the Secretary and are forwarded to the addressees or distributed at the next scheduled Board meeting.

     As provided in its Corporate Governance Guidelines, the Board encourages its members to attend our annual meeting of stockholders. Messrs. Hanauer, Klein, Berkowitz, McNamee, Unruh and Willison, and Ms. Whatley, attended our 2011 annual meeting.

Corporate Governance Matters

     Leadership Structure

     According to the Company’s Bylaws, the roles of Chief Executive Officer and Chairman of the Board are to be distinct and not held by the same person. The Board believes such separation of roles is at present in the best interests of the Company. This structure helps ensure a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the Board. This structure also helps the Chief Executive Officer focus on the management of the Company’s day-to-day operations.

     Risk Oversight

     Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board of Directors believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committee of the Board, (3) implement appropriate and responsive risk management strategies consistent with Company’s risk profile, and (4) integrate risk management into the Company’s decision-making.

     Although the full Board and all committees each considers risk management as part of its respective functions, our Board of Directors has designated the fully independent Audit Committee to take the lead in overseeing risk management in several areas important to the Company, such as financial controls, business transactions and integrity. The Company believes its leadership structure fosters an atmosphere of significant involvement in the oversight of risk at the Board of Directors level while benefiting from the independence of the Audit Committee. The Audit Committee receives input from management and advisors and makes periodic reports to the full Board based on briefings provided by management and advisors in these areas as well as the Committee’s own analysis and conclusions regarding the adequacy of the Company’s related processes. Accordingly, the Audit Committee will also, when necessary, consider risk-related matters without the presence of management or the Chairman and Chief Executive Officer. The Board of Directors, and its other committees, also incorporate risk-management oversight into their respective functions. In addition, the Board encourages management to promote a corporate culture that incorporates risk management into the Company’s strategies and day-to-day business operations.

Director Compensation

     Compensation Structure

     Non-employee directors (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) receive an annual retainer of $25,000 in cash, which is paid in quarterly installments. Each committee chair receives an additional annual retainer of $5,000 in cash, except the chair of the Audit Committee, who receives $10,000. Each non-employee director (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) also receives $1,500 in cash for each Board meeting that the director attends in person ($1,000 if the meeting is a telephonic

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meeting, or if the Board member telephonically attends a meeting not arranged as a telephonic meeting) and that requires a significant commitment of time. Each member of the Board’s Audit Committee receives $2,000 for attending an Audit Committee meeting ($1,500 if the meeting is a telephonic meeting, or if the committee member telephonically attends a meeting not arranged as a telephonic meeting) that requires a significant commitment of time. Each member of any other committees of the Board receives $1,500 for each committee meeting attended ($1,000 if the meeting is a telephonic meeting, or if the committee member telephonically attends a meeting not arranged as a telephonic meeting) that requires a significant commitment of time. Mr. Hanauer, in his capacity as chairman of our Board, receives an additional annual retainer of $70,000 in cash, paid in quarterly installments. Directors also receive a restricted stock award which is discussed below under “Director Compensation in 2011.”

     Share Ownership Guidelines for Directors

     Our Board of Directors, as recommended by the Management Development and Compensation Committee, requires that each non-employee director (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation), excluding those who are no longer on our Board, must hold at least 50,000 shares of the Company’s stock. Each of our directors to whom this requirement applies is in compliance with this requirement.

     Director Compensation in 2011

     In June 2011, each non-employee director (other than any director who was entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) was granted a restricted stock award (“RSA”) of 6,546 shares of our common stock. The grants were made under our 2011 Incentive Plan. Mr. Hanauer, in his capacity as chairman of our Board, was granted an additional RSA of 6,545 shares, issued under our 2011 Incentive Plan. Each RSA will vest three years after the grant date, provided, however, that: (i) all such RSA shares will immediately vest if the director is not nominated for re-election, is nominated for re-election but is not elected, or must resign due to health reasons, or upon such director’s death; (ii) a pro rata portion of such RSA shares will immediately vest upon the director’s resignation or removal due to business conflicts with the Company; and (iii) a director’s entitlement to all unvested RSA shares will terminate immediately upon the director’s resignation or removal for other reasons. Mr. Hanauer also received an additional stock award of 7,500 shares in recognition of his efforts in leading negotiations with strategic partners of the Company; such shares vested immediately and were issued under our 2011 Incentive Plan. Mr. Berkowitz, who is both an employee and a director of the Company, does not receive any compensation for his services as a director.

     The following table summarizes the cash and other compensation paid by the Company in 2011 to the members of our Board of Directors for all services rendered in all capacities, other than to Mr. Berkowitz, our Chief Executive Officer, whose compensation is disclosed in the “Summary Compensation Table” later in this proxy statement.

Table - Director Compensation

Fees Earned or
      Paid in Cash       Stock Awards       Total
Name ($) (1)   ($) (2) ($)
Joe F. Hanauer 121,500   165,552 287,052
Fred D. Anderson(3)     — — —
Kenneth K. Klein 57,000 52,630 109,630
Roger B. McNamee(3)     — — —
V. Paul Unruh 52,000   52,630 104,630
Catherine B. Whatley(3) — — —
Bruce G. Willison 65,500 52,630 118,130

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____________________

(1)      Consists of the following amounts (which are described in the narrative preceding the table):

Committee
      Annual Retainer       Chair Retainer       Meeting Fees
Director ($) ($) ($)
Hanauer (chair of the Board of Directors and of the
       Governance and Nominating Committee)      95,000           5,000           21,500     
Anderson      —           —           —     
Klein (chair of the Audit Committee)      25,000           10,000             22,000     
McNamee        —             —           —     
Unruh      25,000           —           27,000     
Whatley      —           —           —     
Willison (chair of the Management Development and
       Compensation Committee)      25,000           5,000           35,500     

(2)      Reflects the fair value of such stock awards as of the applicable grant date, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The grant date fair value of the stock awards is based on the fair market value of the underlying shares on the date of grant.

     The following table shows, by grant date, the RSA shares granted to each director during 2011 (excluding Mr. Berkowitz, whose compensation is disclosed in the “Summary Compensation Table” in this proxy statement):

Grant Date Fair
Value of Restricted
Number of Shares       Stock Award
Name       Grant Date       (#) ($)
Hanauer 06/15/2011     20,591         165,552    
Anderson — —   —  
Klein 06/15/2011 6,546 52,630
McNamee —   — —
Unruh 06/15/2011 6,546 52,630
Whatley — — —
Willison 06/15/2011 6,546 52,630

     The aggregate numbers of stock options and RSA shares held by each director as of December 31, 2011, are reflected in the following table (excluding Mr. Berkowitz, whose compensation is disclosed in the “Summary Compensation Table” in this proxy statement):

Director       Stock Options         Restricted Stock
Hanauer     —         37,213    
Anderson   —   —  
Klein 11,250 18,607
McNamee   — —
Unruh 10,000 18,607
Whatley — —
Willison 10,000 18,607

(3)      Messrs. Anderson and McNamee and Ms. Whatley were not paid compensation for their services as directors of the Company in 2011 because, in the case of Mr. Anderson and Ms. Whatley, they were entitled to a seat on our Board on a contractual basis and, in the case of Mr. McNamee, a Managing Partner of Elevation, based on his agreement to waive Board-related compensation. Mr. Fred D. Anderson, formerly Elevation’s representative on our Board, resigned as a director of the Company, including any committees of the Board, effective April 6, 2012. Mr. Roger B. McNamee, a Managing Partner of Elevation, has notified the Company that he will not stand for re-election to our Board at this year’s annual meeting.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information relating to beneficial ownership of our voting securities as of April 2, 2012, by:

     Unless otherwise noted, the address for each stockholder listed is c/o Move, Inc., 910 East Hamilton Avenue, Campbell, California 95008.

Shares of Series A
Shares of Common Stock Preferred Stock (1)
Beneficially Owned Beneficially Owned
Name of Beneficial Owner       Number       Percent       Number       Percent
Freshford Capital Management, LLC 5,321,925 (2) 13.58 % — —
       800 Westchester Ave.
       Suite N-617
       Rye Brook, NY 10573
The D3 Family Funds 5,288,835 (3) 13.50 % — —
       19605 NE 8th Street
       Camas, WA 98607
BlackRock, Inc.   2,324,949 (4) 5.93 % — —
       40 East 52nd Street
       New York, NY 10022
Park West Asset Management LLC 2,085,043 (5) 5.32 % — —
       900 Larkspur Landing Circle, Suite 165
       Larkspur, CA 94939
Polar Securities, Inc. 2,053,438 (6) 5.24 % — —
       401 Bay Street, Suite 1900
       P.O. Box 19
       Toronto, Ontario M5H 244 Canada
Vanguard Group, Inc. 2,039,280 (7) 5.21 % — —
       100 Vanguard Blvd.
       Malvern, PA 19355
National Association of REALTORS® 983,833 2.51 % 1 100 %
       430 North Michigan Ave.
       Chicago, IL 60611
Steven H. Berkowitz 1,104,934 (8) 2.77 % — —
Errol Samuelson 497,218 (9) 1.25 % — —
James S. Caulfield 295,312 (10) * — —
Joe F. Hanauer 275,446 (11) * — —
Bruce G. Willison 68,218 (12) * — —
V. Paul Unruh 60,718 (13) * — —
Kenneth K. Klein 53,021 (14) * — —
Robert J. Krolik 24,842 (15) * — —
Roger B. McNamee 3,913 (16) * — —
Catherine B. Whatley — (17) * — (17) —
All of our directors and executive officers
       as of the date of this proxy statement,
       plus certain others, as a group (13 persons) 2,715,962 (18) 6.67 % — —

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As of April 2, 2012, a total of 39,175,502 shares of common stock were issued and outstanding.
____________________

*       Represents beneficial ownership of less than 1%.
 
(1)

We have authorized the issuance of one share of Series A Preferred Stock, which is held by the National Association of REALTORS®. Although the Series A preferred stockholder is generally not entitled to notice of any stockholders’ meetings or to vote on any matters with respect to any question upon which holders of our common stock or of any other series of our preferred stock have the right to vote, except as may be required by law (in which case, the Series A Preferred Stock would have one vote per share and would vote together with the common stock as a single class), the holder of Series A Preferred Stock is entitled to elect one member of our Board of Directors.

 
(2)

Freshford Capital Management, LLC. The information shown is as of December 31, 2011, and is based upon information disclosed in Freshford Capital Managements, LLC, Freshford GP, LLC and Freshford Partners, LP in an amendment to a Schedule 13G filed with the SEC on February 14, 2012. Such persons reported that Freshford Capital Management, LLC has sole power to dispose or to direct the disposition of and sole power to vote or direct the voting of 1,465,806 shares of our common stock and shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 3,856,119 shares of our common stock; and that Freshford GP, LLC and Freshford Partners, LP have shared power to dispose or direct the disposition of and share power to vote or direct the voting of 3,856,119 shares of our common stock.

 
(3)

The D3 Family Funds. The information shown is as of September 14, 2011, and is based upon information disclosed by, D3 Family Fund, L.P., D3 Family Bulldog Fund, L.P., D3 Family Canadian Fund, L.P., DIII Offshore Fund, L.P., Nierenberg Investment Management Company, Inc., Nierenberg Investment Management Offshore, Inc., and David Nierenberg in an amendment to a Schedule 13D filed with the SEC on September 14, 2011. Such persons reported that the D3 Family Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 861,048 shares of our common stock; and that D3 Family Bulldog Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 3,380,693 shares of our common stock; and that D3 Family Canadian Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 398,236 shares of our common stock; and that DIII Offshore Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 648,859 shares of our common stock; and that Nierenberg Investment Management Company, Inc. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 5,288,835 shares of our common stock; and that Nierenberg Investment Management Offshore, Inc. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 648,859 shares of our common stock; and that David Nierenberg has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 5,288,835 shares of our common stock.

 
(4)

BlackRock, Inc. The information shown is as of December 30, 2011, and is based upon information reported by BlackRock, Inc. in a Schedule 13G filed with the SEC on February 13, 2012, including that BlackRock, Inc. has sole power to dispose of, or direct the disposition of, and sole power to vote, or direct the voting of, 2,324,949 shares of our common stock. The shares listed in the table are beneficially owned by the following subsidiaries of BlackRock, Inc.: BlackRock Japan Co. Ltd.; BlackRock Institutional Trust Company, N.A.; BlackRock Fund Advisors; BlackRock Asset Management Canada Ltd; Blackrock Asset Management Australia Ltd; BlackRock Advisors, LLC; BlackRock Investment Management, LLC; and BlackRock International Ltd.

 

(5)

Park West Asset Management LLC. The information shown is as of February 10, 2012 and is based upon information disclosed by Park West Asset Management, LLC and Peter S. Park in a Schedule 13G filed with the SEC on February 21, 2012. Such persons reported that each of Park West Asset Management, LLC and Peter S. Park have sole power to vote or direct the voting of, and dispose or direct the disposition of, 2,085,043 shares of our common stock.

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(6)       Polar Securities, Inc. The information shown is as of December 31, 2011 and is based upon information disclosed by: Polar Securities, Inc.; Altairis Offshore; and Altairis Offshore Levered, all in an amendment to a Schedule 13G filed with the SEC on February 14, 2012. Such persons reported that Polaris Securities, Inc. has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 2,053,438 shares of our common stock, and that Altairis Offshore has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 294,413 shares of our common stock, and that Altairis Offshore Levered has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 1,759,025 shares of our common stock.
 

(7)

Vanguard Group LLC The information shown is as of December 31, 2011, and is based upon information disclosed by Vanguard Group, Inc. in a Schedule 13G filed with the SEC on February 7, 2012. The Schedule 13G reported: that the Vanguard Group, Inc. has sole power to vote or direct the voting of 45,507 shares of our common stock, and sole power to dispose or direct the disposition of 1,993,773 shares of our common stock; and that Vanguard Group, Inc. and Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, Inc., have shared power to dispose or direct the disposition of 45,507 shares of our common stock.

 

(8)

Mr. Berkowitz. Includes 90,000 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 695,311 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012.

 

(9)

Mr. Samuelson. Includes 25,000 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 471,796 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012. Also includes 422 shares otherwise owned by Mr. Samuelson.

 

(10)

Mr. Caulfield. Includes 25,000 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 270,312 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012.

 

(11)

Mr. Hanauer. Includes 37,213 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 101,587 shares held by Ingleside Interests, L.P. Mr. Hanauer is a general partner of this entity. Mr. Hanauer disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in this entity.

 

(12)

Mr. Willison. Includes 18,607 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 10,000 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012.

 

(13)

Mr. Unruh. Includes 18,607 RSA shares that are subject to vesting and non-transferable as of April 2, 2012. Also includes 10,000 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012.

 
(14)

Mr. Klein. Includes 18,607 RSA shares that are subject to vesting and non-transferable as of April 2, 2012.

 
(15) Mr. Krolik. Robert J. Krolik resigned as Chief Financial Officer of the Company effective August 19, 2011, and, after assisting the Company with transition on a part-time employment basis, ceased to be employed by the Company as of October 19, 2011.
 
(16)

Mr. McNamee. Includes 3,913 shares of common stock owned by the Roger and Ann McNamee Trust UTAD 3/27/96. Mr. McNamee and his wife are trustees of this trust.

 
(17)

Ms. Whatley. Ms. Whatley currently serves as a director of the NAR but disclaims beneficial ownership of the Series A Preferred Stock and all such common stock as she does not possess the voting or investment power regarding such stock. The NAR owns the sole outstanding share of our Series A Preferred Stock, in addition to the shares of common stock indicated further above in this table.

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(18)       Directors and Executive Officers as a Group. Includes the holdings of 13 individuals. Includes the holdings as of April 2, 2012 of our directors and executive officers as of the date of this Proxy Statement and reflected individually in the “Security Ownership of Certain Beneficial Owners and Management” table (9 individuals): Messrs. Berkowitz, Samuelson, Caulfield, Hanauer, Willison, Unruh, Klein and McNamee; and Ms. Whatley. This total also includes the holdings of Mr. Krolik; although he was not an executive officer of the Company as of the date of this proxy statement, he nonetheless was one of our Named Executive Officers during a portion of 2011 and is represented individually as such in the “Summary Compensation Table.” This total also includes Messrs. Boecker and Robison and Ms. Glaser who became executive officers after the 2011 fiscal year but before the date of this proxy statement. Accordingly, included in this total is beneficial ownership by Ms. Glaser as of April 2, 2012, of 110,937 shares our common stock (consisting of 100,000 RSA shares that are subject to vesting and non-transferable as of April 2, 2012, and 10,937 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012). Also included in this total, therefore, is beneficial ownership by Mr. Boecker as of April 2, 2012, of 205,779 shares our common stock (consisting of 125,000 RSA shares that are subject to vesting and non-transferable as of April 2, 2012, and 80,779 shares issuable upon the exercise of options that will vest and become exercisable as of June 1, 2012). And also included in this total, therefore, is beneficial ownership by Mr. Robison as of April 2, 2012 of 15,624 shares of our common stock (consisting of 15,624 shares issuable upon the exercise of options that are vested and exercisable as of June 1, 2012). This total does not include any holdings of Mr. Anderson who, having resigned as a director of the Company on April 6, 2012, was not a director of the Company as of the date of this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

     In the paragraphs that follow, we will give an overview and analysis of our compensation program and policies and the material compensation decisions we have made, and the factors considered with respect to those decisions, under those programs and policies with respect to the following individuals, referred to herein as our “Named Executive Officers:”

Compensation Policy Overview

     The Company’s Management Development and Compensation Committee (the “Committee”) of the Board of Directors acts on behalf of the Board to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors. The Committee reviews and sets base salary levels, target incentive bonuses, and other elements of compensation each year for the Chief Executive Officer (“CEO”) and other executive officers of the Company. The Committee also administers the Company’s incentive and equity plans for all employees. In administering these plans and reviewing and setting the total compensation packages for Company’s executive officers, the Committee looks to several performance factors and objectives, which are described below. Generally, these same factors are used in determining the compensation for employees throughout the Company.

Consideration of Last Year’s Stockholder Advisory Vote on Executive Compensation

     The Company considered the results of the management “Say on Pay” proposal presented to the stockholders for approval at our 2011 Annual Meeting. In light of the positive support the proposal received from the stockholders, the Company’s compensation policies and decisions, explained in detail in this Compensation Discussion and Analysis section of this Proxy Statement (“CD&A”), continue to be focused on corporate and individual performance, and on objectives such as alignment of executive and stockholder interests, retention, motivation and reward, all to drive stockholder value. The Company has indicated that it will provide an advisory vote on executive compensation (commonly referred to as, “Say on Pay”) on an annual basis.

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Compensation Objectives

     The Committee’s overall philosophy and objective in compensating executive officers is to attract, motivate, reward and retain key executives and employees who are critical to the success of the Company. We believe this objective can be achieved through a compensation program that is related to corporate and individual performance, and increases in stockholder value, and provides a total compensation package that is competitive and enables the Company to attract, motivate, reward and retain key executives and employees. In furtherance of this objective, our program is designed to “pay for performance,” align the interests of our executive officers with those of our stockholders and retain the services of executives upon whose special effort the successful operation of the Company is largely dependent. Compensation paid to our executive officers reflects the level of job responsibility, as well as individual and Company performance. As employees progress to higher levels in the Company, we believe that an increasing proportion of their pay should be linked to Company performance and stockholder returns since they are more able to affect the Company’s results. Because the Named Executive Officers have the ability to make the most significant impact on stockholder value, a greater amount of their compensation is related to Company performance.

     Pay for Performance

     The Committee believes compensation should incentivize and reward performance. Accordingly, the Committee designs our compensation programs to provide increased compensation for outstanding individual and Company performance. Likewise, where individual and/or Company performance falls short of expectations, the programs provide lower compensation. However, the objectives of pay-for-performance and retention must be balanced such that in periods of temporary downturns in Company performance, the programs will continue to ensure that successful high-achieving employees at all levels of the Company will remain motivated and committed to the Company.

     Key compensation elements the Committee considers and that are tied to both the Named Executive Officer’s performance and the Company’s performance include:

     Base salary and cash incentive bonuses are designed to reward annual achievements and reflect the Named Executive Officer’s contribution to Company performance, level of responsibility, experience and effectiveness. Equity compensation is designed to retain and motivate executives to achieve greater long-term results.

     As used in this proxy statement, an “RSU” refers to a restricted stock unit – meaning the right to receive shares of our common stock in the future. RSUs may be subject only to the continued employment of the grantee over a specified vesting schedule (“time-based RSUs”). RSUs may be subject to specified performance goals being met, commonly for a particular performance period specified for the award (“performance-based RSUs”). Regardless of particular restrictions, RSUs are subject to risk of forfeiture if the restrictions are not met or satisfied.

     Alignment with Stockholder Interests

     The Committee seeks to align the interests of our Named Executive Officers with those of our stockholders by evaluating executive performance on the basis of key financial measurements that it believes will closely correlate over time with long-term stockholder value. The primary compensation element used to align the Named Executive Officer’s interests with those of our stockholders is equity incentive compensation in the form of stock options,

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performance-based RSUs, time-based RSUs and RSAs. The Company’s equity ownership policies and equity holding requirements also further this objective, and are discussed below under “Share Ownership Guidelines for Named Executive Officers.”

     Retention of Key Employees

     Compensation should foster long-term employee commitment to the Company’s sustained success. Although many Company employees receive a mix of both annual and long-term incentives, employees at higher levels have a greater proportion of their compensation tied to longer-term performance because they are in a position to have a more substantial influence on long-term results. Key elements of compensation the Committee considers that may be tied to the retention of our Named Executive Officers include:

     Additional Compensation Considerations

     Our compensation philosophy for all employees also applies to our Named Executive Officers, and includes the following considerations:

The Committee’s Processes

     The Committee utilizes a number of processes to ensure the Company’s executive compensation program achieves its objectives. Among them are:

     Establishing and Assessing Company Performance

     The Committee reviews prior Company financial performance to assist in establishing the total compensation ranges at the outset of the year, as well as to determine cash incentive awards at the end of the year. The Committee annually makes the determination as to which financial measure or measures to use from the following group: revenue and/or revenue growth; Adjusted EBITDA (defined for this purpose as earnings before interest, taxes, depreciation, amortization and incentive bonuses, and certain other non-cash and non-recurring items, principally impairment charges, restructuring charges, litigation settlement charges, and stock-based compensation charges); net income and/or growth; earnings per share; operating cash flow; return on income; return on equity; and overall economic performance and growth in the industry. In 2011, the Committee used revenue and Adjusted EBITDA to measure overall corporate financial results, adjudging them appropriate measures for such purposes and as appropriately reflecting overall Company financial goals and performance.

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     As more fully described below, in reviewing the applicable financial measures each year, the Committee generally relies upon a pre-determined formula with respect to the basis for payments under the cash incentive bonus plans, but uses discretion to make adjustments and may take into account other factors such as short-term changes in the business or economic environment, and individual officer contributions and performance. The formula allocates a certain percentage of the potential incentive bonus to the Company performance elements, as well as a percentage to the individual performance elements. The Committee establishes the weighting of the elements based upon considerations such as the person’s position and ability to influence overall Company performance.

     In order to establish the specific Company financial targets on which the potential incentive bonuses are based, the executives present a proposed Company financial plan to the Committee. The Committee reviews the proposed plan to evaluate, with respect to such Company financial targets, the adequacy of the financial targets and whether they present an appropriate challenge, without unnecessary risk, in light of the given economic and industry environment and the Company’s relative strategic position. The Committee then provides its modifications to management before approving the Company financial targets on which the potential incentive bonuses are based.

     Establishing and Assessing Individual Performance

     Individual performance has a strong impact on the compensation of the Named Executive Officers. With respect to the CEO, the Committee meets with the CEO in executive session annually at the beginning of the year to agree upon the CEO’s performance objectives (both individual and Company goals). At the end of the year, the Committee meets in executive session to conduct a performance review of the CEO, based on achievement of the agreed-upon objectives for the year, including the CEO’s self-evaluation, and a summary of the evaluations made by the other members of the Board of Directors. The assessment of the CEO is therefore conducted by the entire Board and communicated to the CEO.

     For the other Named Executive Officers, the Committee receives a performance assessment and compensation recommendation from the CEO and also exercises its judgment based on its and the Board’s interactions with the executive officers over the course of the year. As with the CEO, the performance evaluation of these executives is based on achievement of pre-determined Company and individual objectives based on a percentage formula allocating potential incentive bonus amounts to Company financial targets and individual performance objectives. At the beginning of the year, the CEO solicits proposed individual performance objectives from each of the Named Executive Officers and then reviews these objectives to insure they are appropriate for the officer and the Company, providing modifications or additional objectives as the CEO believes necessary prior to sending to the Committee to review. The Committee evaluates the proposed objectives, providing its own modifications and additions in order to confirm that each executive is setting suitable objectives. With respect to these individual objectives, the Committee focuses on establishing personal criteria that are specific, challenging but achievable, and further the development of the individual as an executive, as well as the Company’s business plan. At the end of the year, each executive provides a performance self-evaluation measured against the executive’s pre-specified objectives. The CEO reviews each executive’s performance and may modify the executive’s own assessment as the CEO believes appropriate for presentation to the Committee. The CEO provides his or her assessment of performance to the Committee along with the corresponding recommended incentive bonus amount based on the pre-established potential percentage and the extent to which such executive has or has not met the delineated objectives. The Committee then provides its own performance evaluation of the Named Executive Officers to determine their total compensation and may make adjustments in its discretion taking into account individual officer contributions and performance. The full Board also receives the CEO’s assessment of the other Named Executive Officers, but does not play a role in determining the compensation for those executives, with the exception of the Chief Financial Officer (“CFO”), for which the Audit Committee chairperson is consulted since the CFO’s individual performance objectives consistently include support of the Audit Committee’s activities throughout the year.

     Market Data

     The Committee considers competitive market compensation paid by other companies within the Company’s peer group, but does not attempt to maintain a target percentile within a peer group or otherwise rely on that data to determine executive compensation. In 2011, the Committee retained a compensation consultant, Radford, an Aon Hewitt company (“Radford”), to review our compensation practices with respect to equity compensation, including against a peer group of companies (the “Radford 2011 Study”). Radford used a peer group it had identified in

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analysis it performed in 2010. The peer group selected consisted of nineteen companies in related industries reflective of our business model and competitive talent market, with revenues of approximately $90 million to $990 million. The following companies comprised the full peer group:

1-800-Flowers.com; Alloy; Ancestry.com; Co-Star Group; Ehealth; InfoSpace; Internet Brands; Martha Stewart Living Omnimedia; PRIMEDIA; QuinStreet; SAVVIS; Shutterfly; TechTarget; The Knot; Tree.com (formerly Lending Tree); U.S. Auto Parts Network; United Online; ValueClick; and ValueVision Media.

     Radford then analyzed published surveys and publicly available data to review the executive equity compensation programs of these companies in comparison with the Company’s then-current practices in order to make equity compensation recommendations to the Committee. As described below, the Committee made use of this Radford 2011 Study in connection with the granting of time-vested stock options and RSAs in 2011 to our Named Executive Officers.

     Role of Compensation Consultant

     Periodically, the Committee may utilize an outside compensation consultant to assist in reviewing and establishing compensation programs for the Named Executive Officers. In the past the Committee has retained compensation consultants such as Radford to perform analysis and provide recommendations relating to compensation in areas such as salary, cash incentive plans and equity award programs. In 2011 the Committee retained Radford to provide the Radford 2011 Study discussed above, which included observations, analysis and recommendations relating to equity compensation and which the Committee made use of in connection with equity grants made in 2011 to our Named Executive Officers. Such grants are addressed further in the “Executive Compensation for 2011” section of this “Compensation Discussion and Analysis,” under “Equity Incentives.”

     The Company’s executives did not participate in the selection of Radford in 2011. Except for the following, the Company did not receive any services from Radford with respect to executive compensation: the above-described work of Radford in 2011; advice relating to equity compensation for our employee base generally; other related consulting services (e.g., proxy statement review); and our participation in Radford’s market survey services relating to executive and non-executive compensation. Radford’s parent company, Aon, also provides broker and consulting services to the Company relating to our property and casualty insurance programs. The Company has not used the services of any other compensation consultant in matters affecting Named Executive Officer or director compensation. In the future, the Company or the Committee may engage or seek the advice of Radford or other compensation consultants.

     Role of Executive Officers in Compensation Determinations

     As noted above, the CEO and the Committee together assess the performance of the other Named Executive Officers and determine their compensation, following an initial recommendation from the CEO. The full Board also receives the CEO’s assessment of the other executives, but does not play a role in determining the compensation for those executives, with the exception of the CFO, for which the Audit Committee chair is consulted.

Elements Used to Achieve Compensation Objectives

     Described below are the elements of compensation the Committee uses to achieve the compensation objectives discussed above. Following this discussion is a summary of executive compensation policies and programs in place for 2011.

     Annual Cash Compensation

     Base Salary

     Base salary is the fixed element of the executive’s annual cash compensation. The value of base salary reflects the Named Executive Officer’s level of responsibility, relative experience and breadth of knowledge, and internal pay equity. Base salaries are evaluated annually but are not automatically increased if the Committee believes that other elements of compensation, such as cash or equity incentives, are more appropriate in light of our stated compensation program objectives. This strategy is consistent with the Company’s primary intent of weighting compensation towards achieving performance objectives.

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     Cash Incentive

     As discussed above under “The Committee’s Processes,” the Committee, with input from the CEO, annually establishes a cash incentive bonus plan for each Named Executive Officer. The incentive bonus plan sets forth an incentive bonus potential for the executive and other terms, and each Named Executive Officer is also provided with his or her individual performance objectives for the year and the corporate performance goals for the Company. Our Named Executive Officers have an opportunity set forth in the applicable plan to earn a cash incentive bonus based on individual and Company performance at “target” levels for the year, and most have an additional opportunity set forth in the applicable plan to earn an additional cash incentive amount for individual and/or Company performance that is deemed to be exceptional. Because the executive officers have an increased ability to affect financial results, the Committee links a substantial proportion of their incentive compensation to the Company’s financial performance. The allocated percentage can vary based on the executive’s position, and generally reflects the ability that an executive in their position would have to influence Company performance as applicable.

     With respect to the individual performance element of incentive compensation, as discussed above, the executive is given an opportunity at the beginning of the year to prepare a list of his/her business objectives, and provide these to the CEO, who in turn discusses the objectives with the executive and presents the objectives, with any of the CEO’s appropriate additional objectives or modifications, to the Committee. Individual performance goals will naturally vary among executives and from year to year, but generally focus on specific strategic and productivity goals designed to sustain and/or enhance the Company’s success, often including internal and external relationship and leadership goals.

     Equity Awards

     Types of Awards

     The Company relies heavily on long-term equity based compensation to compensate and incentivize its executive officers. The Committee’s practice is to make grants of stock options, RSAs, RSUs or a combination of two or more of these equity compensation vehicles based on employee performance and value to the Company, and to use grants to attract and hire talented professionals in key positions. The Committee does not have a policy that creates automatic equity grants each year, but instead reviews equity awards annually for the executives and other key employees.

     The Committee typically makes equity grants to executive officers in connection with significant increases in responsibilities, and periodically to achieve the Company’s retention objective. Grants are based on the executive’s level of responsibility, anticipated future contribution to Company results, past performance, peer group and comparable company data, and other relevant factors. The Committee considers the grant size and the appropriate combination of stock options, RSAs and RSUs when making award decisions but does not adhere to any set formula for making such allocations.

     When determining the appropriate amount and combination of stock options, RSAs and RSUs, the Committee also considers the accounting cost of these grants and other potential impacts on stockholders or the Company (for example, dilution), the number of outstanding shares available for grant, competitive market trends, the status of the executive’s existing equity holdings from prior awards, if any, other components of the executive’s compensation (e.g., by review of tally sheets), the potential benefits of options, RSAs and RSUs as a compensation tool and tax-related considerations.

     The Committee believes that equity grants using a combination of stock options, RSAs and/or RSUs can be a useful method for balancing its objective of motivating the Named Executive Officers to deliver long-term value to our stockholders with rewarding the executive’s performance. Stock options have value only to the extent the price of the Company’s stock on the date of exercise exceeds the price of the Company’s stock on the grant date, and thus are an effective compensation element only if the stock price grows over the term of the award. In this sense, stock options are a motivational tool and align management’s interests with those of stockholders. Performance-based RSUs offer executives the opportunity to receive shares of Company stock at the end of a particular performance period, but contingent upon achieving performance objectives such as meeting certain Company financial performance targets established by the Committee. In this regard, performance-based RSUs serve to reward, motivate and retain executives, since over time the value of the Company’s stock, and thus the RSU, will tend to be enhanced if the

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performance targets are met. RSAs and time-based RSUs offer executives the opportunity to receive shares of Company stock, subject to a vesting schedule commonly extending over several years. Such RSAs and time-based RSUs can serve to reward, motivate and retain executives, since over time the value of the Company’s stock, and therefore the RSU, will tend to be enhanced by positive performance by our executives.

     Grant Timing and Price

     Based on the Committee’s equity grant practices, equity grants to executive officers and other key employees recommended by the CEO are generally considered annually in connection with the Committee’s year-end review of management performance and executive compensation, notwithstanding the timing of the Company’s annual earnings release or other disclosures. We do not coordinate the timing of equity award grants with the release of material nonpublic information.

     Other Elements

     Employment Agreements and Severance Benefits

     The Company has entered into employment agreements and/or executive retention and severance agreements with each of its Named Executive Officers. The agreements allow the Company to retain and attract highly-qualified executives, ensure the continued employment and dedication of these executive officers during potential change-incontrol transactions, and generally promote stability among its Named Executive Officers which furthers the Company’s overall success. Change-in-control benefits align executive and stockholder interests by enabling the executives to consider change-in-control arrangements that are in the best interests of the stockholders and other constituents of the Company without undue concern over whether the transaction would jeopardize their own employment. The potential severance and change-in-control benefits are more fully described below in “Potential Payments upon Termination or Change in Control.” The potential benefit levels established by the Committee are based upon the executive’s annual base and cash incentive compensation and generally do not provide severance or any other benefits in excess of one year. In addition, the agreements provide for accelerated vesting of stock options upon certain triggering conditions. The Committee believes the terms and conditions triggering the severance benefits are competitive with similar positions in the Company’s peer group and that these benefits create an appropriate balance to ensure executive commitment to the Company’s business goals. Each Named Executive Officer has also committed not to solicit our employees for a period of one year following the termination of the executive’s employment with the Company.

     Retirement and Welfare Benefits

     The Named Executive Officers generally are offered the same retirement and welfare benefits as the rest of the Company’s full-time employees. These benefits include medical, vision and dental coverage, disability and life insurance and the Move 401(k) Plan (or the equivalent plan in Canada), which includes a limited Company-matching contribution feature. However, our Named Executive Officers, beginning in 2011, are not entitled or subject to any fixed amount of paid time off for vacation, floating holidays or illness, which arrangement is discussed further under the “Benefits Package” section of this proxy statement. The cost of retirement and welfare benefits is partially borne by the employee, including each Named Executive Officer.

     Perquisites

     The Company currently does not provide perquisites or personal benefits to the Named Executive Officers, the only exception for 2011 being limited in amount to $7,052 and representing reimbursement to Mr. Samuelson of fitness club dues of $263 and Company-paid travel for his spouse of $6,789, per his agreement with the Company upon his promotion in February 2007 to President of REALTOR.com, and which is set forth in the “Summary Compensation Table,” under the “All Other Compensation” column.

Executive Compensation for 2011

     Utilizing the elements and processes described above, the following is a discussion of the Committee’s 2011 compensation decisions for each of the Named Executive Officers.

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     Base Salary

     Mr. Berkowitz – On January 21, 2009, the Company entered into an employment agreement with Mr. Berkowitz, providing a base salary of $525,000. The Committee determined Mr. Berkowitz’s initial base salary based on its consideration of information provided by a reputable and experienced executive search firm as to CEO compensation, as well as other relevant factors, including Mr. Berkowitz’s level of experience, previous salary and expected contributions to the Company. The Committee has not increased his base salary as of the end of the 2011 fiscal year.

     Mr. Krolik – On June 26, 2009, the Company entered into an employment agreement with Mr. Krolik, providing a base salary of $325,000 which commenced upon his start date with Company, July 20, 2009. The Committee determined Mr. Krolik’s initial base salary based on its consideration of information provided by a reputable and experienced executive search firm as to CFO compensation, as well as other relevant factors, including Mr. Krolik’s level of experience, previous salary and expected contributions to the Company. The Committee did not increase his base salary. As indicated previously in this proxy statement, Mr. Krolik resigned from the Company during the 2011 fiscal year. Under a transition agreement between Mr. Krolik and the Company (“Transition Agreement”) under which Mr. Krolik remained employed, although not as the Company’s CFO, on a part-time basis from August 19, 2011 through October 19, 2011 to assist with transition as the Company searched for a new CFO, Mr. Krolik was paid $1,000 per month, as was reported by the Company on its Current Report on Form 8-K filed August 16, 2011.

     Mr. Samuelson – Mr. Samuelson has been employed with the Company since August 2003, originally managing three software subsidiaries, including Top Producer. In February 2007, the Company promoted Mr. Samuelson to Executive Vice President and President of both REALTOR.com® and Top Producer and assumed responsibility for the entire Real Estate Services segment. In conjunction with these increased responsibilities and in recognition of the outstanding services Mr. Samuelson has consistently provided the Company, his base salary was increased to $325,000, effective February 22, 2007. In determining the amount of his annual base pay the CEO and Committee looked to his immediate predecessor’s base pay, as well as whether this compensation was consistent with the position and the competitive market based on Mr. Samuelson’s experience and value to the Company. The Company did not increase Mr. Samuelson’s base salary upon his being named in 2009 as Chief Revenue Officer for the Company and has not since increased his base salary as of the end of the 2011 fiscal year.

     Mr. Caulfield – Mr. Caulfield has been employed with the Company since February 2004, originally as Vice President, Senior Corporate Counsel, in our Legal Department. In March 2006, he was promoted to Senior Vice President, Deputy General Counsel and Assistant Secretary, positions he held through October 2006. In October 2006, Mr. Caulfield was promoted to serve as the Company’s Executive Vice President, General Counsel and Secretary. In conjunction with these increased responsibilities and in recognition of his many contributions to the Company, his salary was increased to $275,000 effective December 1, 2006. In determining the amount of his annual base pay the Committee considered his immediate predecessor’s base pay and relative experience, as well as whether this compensation was consistent with the position and the competitive market based on Mr. Caulfield’s experience and value to the Company. The Company has not since increased Mr. Caulfield’s base salary as of the end of the 2011 fiscal year.

     As stated above, in order to attract and retain outstanding performers, the Company must provide an attractive base salary commensurate with the executive’s experience and competitive against other employers. For 2011 the Committee reviewed and determined that the 2011 annual base salaries in effect for the Named Executive Officers were appropriate and therefore no base salary increases were effected in 2011 with respect to them.

     Annual Cash Incentive Bonuses

     As discussed under “Elements Used to Achieve Compensation Objectives,” the Committee, with input from both the CEO and the other executive officers, establishes target incentive bonus amounts, expressed as a percentage of base salary, at the beginning of each year. Incentive bonus payouts for the year are determined by the Company’s financial results and individual performance results for the year relative to the predetermined performance measures. The incentive bonuses paid for 2011 appear in the “2011 Cash Incentives Table” at the end of this “Annual Cash Incentive Bonuses” section and also in the “Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” and “Bonus” columns.

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     The 2011 incentive bonus opportunity for target performance for each of the Named Executive Officers was allocated 60% based on the achievement of Company financial performance goals and 40% based on individual performance goals, and the total opportunity set for target performance, aggregate of both the Company financial portion and the individual performance portion, was 100% of the executive’s base salary, except it was 50% for Mr. Krolik.

     A 2011 incentive bonus opportunity for exceptional performance, for those of our Named Executive Officers for whom such an additional incentive bonus opportunity was established, was likewise allocated between Company performance (60%) and individual performance (40%), and the total incentive bonus amount proposed for such exceptional performance, again, aggregate of both the Company and individual performance portions, was 100% of the executive’s base salary, except it was 50% for Mr. Krolik and Mr. Caulfield’s plan did not have such a proposed additional incentive bonus opportunity.

     For all Named Executive Officers other than Messrs. Caulfield and Krolik, actual incentive bonus amounts in the applicable cash incentive bonus plan could range from 0% of base salary for performance at or below a threshold level to 200% of base salary for exceptional performance. For Mr. Krolik, the actual incentive bonus amount proposed could range from 0% of his base salary for performance below a threshold level to 100% of base salary for exceptional performance. For Mr. Caulfield, the actual incentive bonus amount proposed could range from 0% of his base salary for performance below a threshold level to 100% of base salary.

     As discussed above, the Committee allocates a portion of annual cash incentives to achievement of Company financial goals and a portion to achievement of individual performance goals, but retains the discretion to modify such allocations. The Committee incorporates flexibility into the annual cash incentive bonus opportunity to better reflect the evolving nature of our business, and for example may therefore adjust upward or downward the incentive bonus portions related to the Company and individual performance objectives.

     Although the Company financial and individual performance goals were set at levels the Committee believed were achievable, the maximum proposed incentive bonus of 200% (available for all Named Executive Officers other than Messrs. Caulfield and Krolik), and 100% for Mr. Krolik, would have required extraordinary performance for both the individual and Company measures. In 2011, none of the Named Executive Officers achieved such level of performance. Generally, the Committee sets the performance requirements for proposed target and maximum cash incentive bonus awards such that the relative ability to achieve these goals is consistent from year to year.

     Corporate Financial Performance Element

     The corporate financial performance element of the 2011 cash incentive bonuses was based on a financial matrix consisting of Adjusted EBITDA and revenue components. In order for an executive to earn a proposed cash incentive award based on this element, the Company had to exceed the “Threshold” performance goal of $27 million of Adjusted EBITDA. Assuming the Threshold performance level was exceeded, the extent of an executive’s cash incentive award then depended, in part, upon the extent to which the Adjusted EBITDA and revenue components approached or met the “Target” performance levels. The Adjusted EBITDA and revenue goals for Target level performance were $34.5 million and $205 million, respectively. Assuming the Target performance levels are exceeded, the extent to which an executive might earn a cash incentive award in excess of his or her proposed target incentive bonus amount depends, in part, upon the extent to which the Adjusted EBITDA and revenue components approach or meet the “Extraordinary” performance levels, which in 2011 they did not. Attainment of the maximum proposed incentive bonus amount for the corporate financial performance element of the 2011 cash incentive bonuses would have required the Company to have achieved Adjusted EBITDA and revenue performance levels of $39 million and $212 million, respectively.

     The Committee set the 2011 performance objectives for the Company financial component at levels that were considered aggressive but achievable, recognizing the potential of the significant product and strategy changes undertaken over the past few years, and the hurdles associated with the continuing and unusually adverse state of the financial, mortgage and real estate markets. With the hiring in 2009 of a new Chief Executive Officer and Chief Financial Officer (the latter resigning in August 2011 and being replaced in January 2012), and the hiring of still other key senior management executives as recently as the same year, the Company re-evaluated all of its businesses, its overall strategy and its key operations and cost structure, and has sought to refocus the Company and its personnel accordingly, including, notably, on such initiatives as re-organization of the Company along functional lines rather

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than business units, new product development, operating expense reductions and cost management, and development of an improved technology and data platform along with enhanced associated processes. Although this evaluation and refocus effort has continued to provide distinct advantages, it has taken time not only to implement and ramp up these beneficial changes to achieve success, but also, particularly in light of the continued weakness of the residential real estate market, to reach a point where realization of significant financial benefits from these efforts can be expected.

     Results of 2011 Performance Against Financial Performance Elements. In 2011, the Company exceeded the Adjusted EBITDA “Threshold” performance level, but did not fully achieve the “Target” performance levels for Adjusted EBITDA or revenue. Therefore the Company financial performance objectives were only partially achieved. For 2011, Adjusted EBITDA and revenue for the Company were approximately $28.4 million and $191.7 million, respectively, resulting in a combined achievement level of 0.76% of the Target corporate financial performance component. Please see the “Non-Equity Incentive Plan Compensation” and “Bonus” columns in the “Summary Compensation Table” in this proxy statement for actual cash incentive amounts earned by our Named Executive Officers in 2011, as well as the “2011 Cash Incentives Table” at the end of this “Annual Cash Incentive Bonuses” section.

     Individual Performance Objectives

     As discussed above, the Committee establishes individual performance objectives for each Named Executive Officer based upon his or her individual responsibilities, and confidential Company plans and targets, including those regarding significant new and existing customer and partner relationships, and strategic business goals. 2011 individual performance objectives, condensed, included the following:

     Results of 2011 Performance against Individual Performance Objectives.

     The Committee evaluated the applicable individual objectives with respect to each Named Executive Officer and made determinations regarding achievement of the individual objectives by each executive consistent with the “2011 Cash Incentives Table,” below. The Committee reviewed with the CEO (Mr. Berkowitz) the individual objectives for each of Messrs. Samuelson and Caulfield (excluding Mr. Krolik since he had resigned during 2011), and assessed each Named Executive Officer’s level of achievement against such objectives, taking into account the CEO’s assessments as to each executive’s performance.

     The review and assessments by both Mr. Berkowitz and the Committee are subjective in nature, with no specific weights pre-attributed to any individual performance objective in determining a corresponding level or percentage of achievement. Generally speaking, a level of achievement of 100% with respect to Target potential as proposed in an executive’s plan (see the “2011 Cash Incentives Table,” below) reflects satisfaction of the executive’s individual objectives in accordance with expectations, whereas a level of achievement of less than that reflects that satisfaction of one or more of the objectives was not fully within all expectations. With respect to the possibility of an incentive

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bonus amount in excess of Target potential proposed under the plan (see “Individual Goals: Exceptional potential” in the “2011 Cash Incentives Table,” below), such an award generally requires performance by the executive at a level above and beyond what was expected.

     Mr. Samuelson – Our CEO determined, and the Committee agreed, on a subjective basis: that Mr. Samuelson’s performance of his individual objectives against Target expectations was at approximately the results shown in the “2011 Cash Incentives Table,” below (see “Individual Goals: Target achievement”), with expectations as to execution across functional disciplines, and individual objectives relating to certain industry segments and to business growth, being capable of greater realization; and that his performance with respect to one or more of his individual objectives (i.e., organizational leadership, industry relations and positioning) was beyond that expected, and performance was also particularly strong relating to other initiatives and circumstances undertaken or arising during the year and when considering the difficult real estate and mortgage market conditions continuing to prevail during 2011, as indicated at “Individual Goals: Exceptional achievement” in the “2011 Cash Incentives Table,” below.

     Mr. Caulfield – Our CEO determined, and the Committee agreed, on a subjective basis, that Mr. Caulfield’s performance of his individual objectives against Target expectations was at approximately the results shown in the “2011 Cash Incentives Table,” below (see “Individual Goals: Target achievement”), with expectations as to execution across functional disciplines being capable of greater realization and expectations associated with his personal objectives being met and exceeded. The Committee gave additional recognition to particularly strong performance by Mr. Caulfield in certain areas, such as litigation/dispute resolution, key transactions and strategic contribution, and therefore, as indicated at “Individual Goals: Exceptional achievement” in the “2011 Cash Incentives Table” below, awarded him a discretionary bonus amount in excess of his plan target.

     Mr. Berkowitz – With respect to Mr. Berkowitz, and similar to the performance appraisal of our other Named Executive Officers, review and assessment by the Committee are subjective in nature, with no specific weights pre-attributed to any individual performance objective in determining a corresponding level or percentage of achievement. The Committee considered Mr. Berkowitz’s individual objectives and determined, on a subjective basis: that Mr. Berkowitz’s performance of his individual objectives against Target expectations was at approximately the results shown in the “2011 Cash Incentives Table,” below (see “Individual Goals: Target achievement”), with expectations as to execution across functional disciplines, and personal objectives relating to business growth and company profile, being capable of greater realization; and that his performance with respect to one or more of his individual objectives (i.e., strategic partnering and positioning, and product development) was beyond that expected, and performance was also particularly strong relating to other initiatives and circumstances undertaken or arising during the year and when considering the difficult real estate and mortgage market conditions continuing to prevail during 2011, as indicated at “Individual Goals: Exceptional achievement” in the “2011 Cash Incentives Table,” below.

     Mr. Krolik – No assessments with respect to Mr. Krolik were made because he resigned during 2011.

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     Tabular Summary of 2011 Performance Results.

     The following table presents both potential and actual non-equity incentive awards with respect to 2011 and our Named Executive Officers, as approved by the Committee. It reflects levels of performance achieved with respect to Company performance goals and individual performance goals, and it reports the percent of each executive’s incentive bonus opportunity, as proposed under his 2011 cash incentive plan, that was deemed earned and thus awarded for 2011:

2011 Cash Incentives Table
2011 Incentive Bonus Plan Feature       Mr. Berkowitz       Mr. Samuelson       Mr. Caulfield       Mr. Krolik*
Base Salary $ 525,000 $ 325,000 $ 275,000 N/A*
                             
Company Performance: TARGET plan-proposed potential $ 315,000 $ 195,000 $ 165,000 N/A*
Company Performance: TARGET achievement 0.76 % 0.76 % 0.76 % N/A*
Company Performance: TARGET bonus awarded $ 2,394 $ 1,482 $ 1,254 N/A*
                             
Company Performance: EXCEPTIONAL plan-proposed potential $ 315,000 $ 195,000 — N/A*
Company Performance: EXCEPTIONAL achievement 0 % 0 % — N/A*
Company Performance: EXCEPTIONAL bonus awarded $ -0- $ -0-   — N/A*
                             
Individual Goals: TARGET plan-proposed potential $ 210,000 $ 130,000 $ 110,000 N/A*
Individual Goals: TARGET achievement 90 % 85 % 90 % N/A*
Individual Goals: TARGET bonus awarded $ 189,000 $ 110,500 $ 99,000 N/A*
                             
Individual Goals: EXCEPTIONAL plan-proposed potential $ 210,000 $ 130,000 — N/A*
Individual Goals: EXCEPTIONAL achievement 53 % 65 % — N/A*
Individual Goals: EXCEPTIONAL bonus awarded $ 111,000   $ 84,500 $ 66,000 (1) N/A*
                             
TARGET plan-proposed bonus potential (Company and Individual)   $ 525,000   $ 325,000 $ 275,000 N/A*
MAXIMUM plan-proposed bonus potential (Company and Individual) $ 1,050,000 $ 650,000 $ 275,000 N/A*
                             
ACTUAL bonus awarded (aggregate) $ 302,394 $ 196,482 $ 166,254   N/A*
                             
Percent of TARGET plan-proposed potential earned/awarded 36 % 34 % 36 % N/A*
Percent of MAXIMUM plan-proposed potential earned/awarded 29 % 30 % 60 % N/A*
____________________
 
*   No results are presented as to Mr. Krolik because he resigned during 2011 and thus no performance assessment was made nor cash incentive award paid.
 
(1)         Reflects a discretionary bonus amount awarded by the Committee to Mr. Caulfield in excess of his plan target in recognition of his 2011 performance. This award is also reflected in the “Summary Compensation Table” of this proxy statement, under the “Bonus” column.

     Equity Incentives

     As discussed herein, the Committee retained Radford in 2011 to analyze the existing equity grants of the Company’s senior management team, equity incentive programs of comparable companies and other related matters such as the parameters recommended by proxy consulting firms. Informed by this review (referred to above as the Radford 2011 Study), the Committee in June 2011 granted to our Named Executive Officers time-vested stock options and awards of RSAs. The Committee chose, therefore, to rely on these two forms of equity incentives to foster the long-term perspective and executive retention necessary for continued success in our business.

     Stock Options and Restricted Stock

     In 2011, the Committee made grants of stock options and RSAs to each of our Named Executive Officers. These grants were consistent with the Company’s general principles regarding equity awards, and the grants of time-based RSAs in 2011 reflect the relative difficulty of effectively leveraging financial performance-based RSUs when the residential real estate and mortgage market has continued to be slow to recover to past normalcy. Consistent with our

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historical practice, stock options granted to our Named Executive Officers vest quarterly over a four-year time period, and RSAs granted to them vest annually over a four-year time period. The Committee adopted this approach to meet the challenges and opportunities of the Company over the long-term, to motivate executives, to foster executive retention and to better align executives’ interests with long-term stockholder value creation. Equity awards granted to our executives are based on a number of considerations, such as: compensation analysis conducted by Radford (e.g., in the Radford 2011 Study), including analysis of equity incentive grants for similarly situated executives in the peer group identified by Radford; expected market trends; and the existing equity percentages of our Named Executive Officers at the time. While the Committee takes into account benchmark analysis conducted by Radford, in adopting these 2011 grants, as is the Committee’s usual practice, it did not seek to target any specific percentile. Rather, consistent with its pay-for-performance philosophy, the Committee’s intent for these 2011 grants was to adopt equity incentives to attract, retain and motivate executives in order to achieve outstanding and sustained Company performance for stockholders.

     Equity Grants in 2011

     In June 2011, the Committee granted to each of our Named Executive Officers (a) stock options that vest quarterly from the grant date over a forty-eight month period, subject to the executive’s continued employment on each vesting date and (b) RSAs that vest annually from the grant date over a four-year time period, also subject to the executive’s continued employment on each annual vesting date:

Named Executive Officer Number of Options Granted Number of RSA Shares Granted
Mr. Berkowitz 225,000 90,000
Mr. Krolik 62,500 25,000
Mr. Samuelson 62,500 25,000
Mr. Caulfield 37,500 25,000

     In making these grants, the Committee applied the policies and philosophy discussed earlier in this proxy statement regarding equity grants to the Company’s executive officers and determined these awards upon consideration of the executive’s level of responsibility, anticipated future contribution to Company results, past performance, peer group and comparable company data, achievement of an appropriate mix of equity and non-equity compensation, and other relevant factors. The Committee also considers the grant size and the appropriate combination of stock options, RSAs and RSUs when making award decisions but does not adhere to any set formula for making such grants and allocations. Further details of these grants are included in the “Summary Compensation Table” and in the “Grants of Plan-Based Awards for fiscal Year 2011” table, each below.

     Employment and Severance Arrangements

     As discussed above, we have employment agreements and executive retention and severance arrangements with each of the Named Executive Officers. The terms of these arrangements were established taking into account the principles discussed in the “Compensation Objectives” section of this proxy statement. The terms of the severance arrangements of each Named Executive Officer are addressed under the “Employment-Related Agreements” and “Potential Payments Upon Termination or Change in Control” sections of this proxy statement.

     Benefits Package

     In 2011, the Named Executive Officers were entitled to the same retirement and welfare benefits as the rest of the Company’s full-time employees, including medical and dental coverage, disability and life insurance and participation in the Move 401(k) Plan (or the equivalent plan in Canada). However, our Named Executive Officers, beginning in 2011, are not entitled or subject to any fixed amount of paid time off for vacation, floating holidays or illness. This arrangement was implemented by way of agreements dated November 17, 2010, between the Company and each of our Named Executive Officers, reported as Exhibits 10.80 through 10.83 to our Annual Report on Form 10-K for the year ended December 31, 2010, filed February 18, 2011, which agreements supersede any inconsistent terms in the executive’s employment agreement (or other documentation with the Company).

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     Share Ownership Guidelines for Named Executive Officers

     We require our Named Executive Officers, so long as they remain in such capacity, to own specified amounts of the Company’s securities. The amount of the Company’s securities that must be held is that amount whose value equals or exceeds a multiple of the executive’s base salary. The multiple that applies is based upon the executive’s position within the Company: for the CEO, the multiple is 2; and for the other Named Executive Officers the multiple is 1. The ownership requirement may be satisfied by holdings of the Company’s common stock (whether owned as a result of the vesting of RSA or RSU awards, an open-market transaction or otherwise) and/or vested but un-exercised stock options. For our current Named Executive Officers, such ownership requirement must be satisfied not later than by December 21, 2012. The Company’s share ownership guidelines also require that upon the exercise of any stock options or the vesting of any RSAs or RSUs, any Named Executive Officer who is not then in compliance with the above-described share ownership guidelines must hold and retain, until he or she is in compliance, at least fifty percent (50%) of the shares remaining from such exercise or vesting (net of any such shares applied to satisfy tax obligations arising from such exercise or vesting). Deviation from these guidelines because of a personal hardship of any executive is permitted, if at all, only with the approval of the Committee.

     Anti-Hedging Policy

     The Company prohibits its directors, Named Executive Officers and all employees from engaging in hedging with respect to the Company’s securities by prohibiting any trades in any put, call or other derivative on Company securities, from engaging in any short sale or equity swap of Company securities and from trading or establishing any similar interest or position relating to the future price of Company stock or securities.

     Tax Deductibility of Compensation

     Section 162(m) of the Internal Revenue Code (the “Code”) disallows the deduction for certain compensation in excess of $1 million paid to certain executive officers of the Company, unless the compensation qualifies as “performance-based” as defined in the Code and applicable regulations. Compensation paid under the Company’s incentive plans does not currently qualify as “performance-based” under Section 162(m). For 2011, approximately $425,000 of taxable compensation paid to Mr. Berkowitz was not deductible by the Company under Section 162(m), an impact that was offset by the Company’s continuing ability to utilize net operating loss carry-forwards from prior years to reduce 2011 taxable income at the federal level and for virtually all States.

RISKS RELATED TO COMPENSATION PRACTICES AND POLICIES

     In establishing or maintaining compensation practices for the Company’s executives and other employees, we consider not only reward and motivation, but risk as well. Accordingly, the Company reviewed its compensation policies and practices for 2011 in relation to the risks that might be introduced or encouraged. Specifically, we considered the Company’s compensation approaches applicable across its employee base consisting of, in particular, commission programs for sales personnel and other programs for other personnel. The commission compensation approach we use regarding sales personnel includes various conditions and controls (such as minimum threshold requirements for the earning of a commission, criteria to test for valid sales, claw-backs to address collection issues, early termination of contracts, and other controls). Also, our sales personnel do not generally set policy for the Company, are heavily focused on customer calls and sales contacts, are closely managed, and are subject to the Company’s usual ethics and conduct norms and our various risk-management procedures where applicable.

     We also considered our compensation programs for non-sales personnel. Our target-based cash incentive program is characterized by a significant portion of any potential payout (60%) being tied directly to Company-wide financial performance, relating to revenue and adjusted EBITDA. In addition, the balance of any potential payout (40%) is tied to additional performance objectives tailored to the Company’s basic strategies and goals and to particular ways the individual can further those strategies and goals.

     We also considered the features of our equity-based incentive program. This program has features such as different performance periods, vesting/deferral periods, fixed maximum payouts and review, oversight and/or implementation by the Company’s Management Development and Compensation Committee.

     Based on these considerations, the Company concluded that risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

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EXECUTIVE COMPENSATION

     The following compensation tables should be read in conjunction with the “Compensation Discussion and Analysis” above.

Summary Compensation Table

     The following table sets forth all compensation paid for services in the years presented to our chief executive officer, chief financial officer and our other two executive officers who served during 2011. We collectively refer to these persons as the “Named Executive Officers.”

Summary Compensation Table

Non-Equity
Stock Option Incentive Plan All Other
Salary     Bonus Awards Awards Compensation Compensation Total
Name and Principal Position     Year     ($) ($)     ($) (1)     ($) (2)     ($) (3)     ($) (4)     ($)
Steven H. Berkowitz 2011 525,000 — 723,600 1,179,180 302,394     2,500     2,732,674
       Chief Executive Officer 2010 525,000 — — 119,580 548,625 2,000 1,195,205
2009 491,093 — 2,736,000 3,237,600 300,000 7,350 6,772,043
 
Robert Krolik 2011 200,000 — 201,000 327,550 — 4,946 733,496
       Chief Financial Officer 2010 325,000 — 230,000 59,455 156,813 2,000 773,268
2009 143,750 — 331,500 1,188,825   55,325   1,210 1,720,610
 
Errol Samuelson 2011 325,000 — 201,000 327,550 196,482 9,585 1,059,617
       Chief Revenue Officer; 2010 325,000 — 345,000 59,455 300,625 4,256 1,034,336
       President – REALTOR.com® 2009 325,000 — — 122,183 215,715 10,466   673,364
 
James S. Caulfield 2011   275,000 66,000 (5) 201,000 196,530 100,254 — 838,784
       Executive Vice President,   2010 275,000 —     115,000   35,673 237,875 — 663,548
       General Counsel & 2009 275,000   — — 97,746   141,169   — 513,915
       Secretary  
____________________
 
(1)       Stock Awards. Reflects the aggregate grant-date fair value of stock awards granted in the applicable year, as determined in accordance with FASB ASC Topic 718. The value reported in the Stock Awards column for 2011 for each of Messrs. Berkowitz, Krolik, Samuelson and Caulfield reflects the grant of RSA shares and is based on the grant date value of the shares. The value reported in the Stock Awards column for 2010 for each of Messrs. Krolik, Samuelson and Caulfield reflects the grant of shares of performance-based RSUs, based on the grant date value of the underlying shares; however, these RSU awards were forfeited to the Company in their entirety without any of the shares vesting, since the performance goals were not met. The value reported in the Stock Awards column for 2009 for each of Messrs. Berkowitz and Krolik reflects the grant of RSA shares (valued as of the grant date at $2,736,000 and $331,500, respectively, based on grant date value of the shares) and grants of performance-based RSUs (each such RSU grant valued as of the grant date at $0.00). The grant date fair value of the performance-based RSUs granted in 2009 is $0 because the performance goals had not been established as of the grant date. The grant date fair value of such 2009-granted RSUs, assuming that the maximum number of performance-based RSUs was earned, was $1,064,000 for Mr. Berkowitz, and $497,250 for Mr. Krolik. For the total of 175,000 performance-based RSUs awarded to Mr. Berkowitz (on 01/21/2009), the performance criteria were established on November 23, 2010, resulting in a fair value on such date of $1,610,000 (based on the price of our stock on that date of $9.20 per share); because the performance goals for these 175,000 RSUs were only partially met, more than half of the award (94,062 shares) was forfeited to the Company without vesting. For the total of 56,250 performance-based RSUs awarded to Mr. Krolik (on July 20, 2009), one-third of these (18,750) was associated with the performance period of fiscal year 2010, another third with the performance period of fiscal year 2011 and the last third with the performance period of fiscal year 2012. For the first of these one-third tranches (i.e., for 18,750 of the performance-based RSUs awarded to Mr. Krolik) the performance criteria were established on March 29, 2010, resulting in a fair value on such date of $152,250 (based on the price of our stock on that date of $8.12 per share). For the next one-third (i.e., the next

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      18,750 of the performance-based RSUs awarded to Mr. Krolik) the performance criteria were established on November 23, 2010, resulting in a fair value on such date of $172,500 (based on the price of our stock on that date of $9.20 per share). For the last one-third (i.e., the last 18,750 of the performance-based RSUs awarded to Mr. Krolik on July 20, 2009) the performance criteria were not established, but the grant date (July 20, 2009) fair value of these performance-based RSUs, assuming that the maximum number of such last third of the RSUs was earned, was $165,750 (based on the price of our stock on the grant date of $8.84 per share). With respect to the first of such one-third tranches, the performance goals were only partially met and, consequently, a portion of the award (4,219 shares) was forfeited to the Company without vesting. The second and third of such one-third tranches were forfeited by Mr. Krolik upon his resignation from the Company during the 2011 fiscal year.
 
(2) Option Awards. Reflects the aggregate grant-date fair value of option awards granted in the applicable year, as determined in accordance with FASB ASC Topic 718. The assumptions used in determining the fair values of the stock options are set forth in Note 13, “Stock Plans,” to the Company’s Consolidated Financial Statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on February 17, 2012.
 
(3) Reflects annual cash incentive awards earned based on performance. For information regarding our 2011 annual cash incentive program, see the “Executive Compensation for 2011” discussion in the “Compensation Discussion and Analysis” section of this proxy statement.
 
(4) For 2011, the amounts include: (i) for each Named Executive Officer, Company matching contributions to the 401(k) plan (or the equivalent plan in Canada), which are fully vested for each executive; (ii) for Mr. Krolik, payments equaling $2,446 made to him in return for transition assistance provided by him on a part-time basis after the effective date of his resignation as the Company’s CFO on August 19, 2012; and (iii) for Mr. Samuelson, fitness club dues of $263 and Company-paid travel for his spouse of $6,789, agreed to upon his promotion in February 2007 to President of REALTOR.com®.
 
(5) Represents a discretionary bonus amount awarded to Mr. Caulfield for 2011 by the Management Development and Compensation Committee in excess of his plan target potential under his 2011 cash incentive bonus plan.

Grants of Plan-Based Awards

     The following table provides information about equity and non-equity awards granted to the Named Executive Officers in 2011.

Grants of Plan-Based Awards for Fiscal Year 2011

All Other Stock Option
Stock Awards: Awards: Exercise or Grant Date
Estimated Future Payouts Number of Number of Base Price Fair Value
Under Non-Equity Incentive Shares of Securities of Option of Stock
Plan Awards (1) Stock or Underlying Awards and Option
Grant Threshold Target Maximum Units Options ($ / Sh) Awards
Name       Date       ($)       ($)       ($)       (#) (2)       (#) (3)       (4)     ($) (5)
Berkowitz — — 525,000 1,050,000 — — — —
06/15/11 — — — 90,000 — — 723,600
06/15/11 — — — — 225,000 8.04 1,179,180
 
Krolik — — 162,500 325,000 — — — —
  06/15/11 — — — 25,000 — — 201,000
06/15/11 — — — — 62,500 8.04 327,550
 
Samuelson — — 325,000 650,000 — — — —
06/15/11 — — — 25,000 — — 201,000
06/15/11 — — — — 62,500 8.04 327,550
 
Caulfield — — 275,000 275,000 — — — —
06/15/11 — — — 25,000 — — 201,000
06/15/11 — — — — 37,500 8.04 196,530

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____________________
 
(1)       Reflects cash incentive bonus opportunities at target and maximum performance levels as proposed under our 2011 cash incentive program. Payouts under the program depend upon performance during the 2011 year. Pursuant to the program there is no incentive bonus paid for achievement at or below a “threshold” performance level (but Named Executive Officers are able to earn a portion of the target amount). For information regarding our annual cash incentive program, see the “Executive Compensation for 2011” discussion in the Compensation Discussion and Analysis section of this proxy statement. The actual amount paid or payable to each Named Executive Officer in 2011 is reported under the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” in this proxy statement.
 
(2) Reflects grants of RSA shares. The RSA shares vest in equal one-fourth portions on each of the first four anniversaries of the grant date.
 
(3) Reflects awards of time-vesting stock options. The stock options vest ratably on a quarterly basis over four years following the date of grant.
 
(4) The exercise price is equal to the closing market price of our common stock on the date of grant.
 
(5) The grant date fair value of the awards is determined pursuant to FASB ASC Topic 718. See footnotes (1) and (2) to the Summary Compensation Table for a description of the grant date fair value determinations.

Employment-Related Agreements

     The following describes the nature of employment-related agreements between the Company and each of our Named Executive Officers as of the end of 2011.

     Mr. Berkowitz. On January 21, 2009, the Company entered into an employment agreement and Executive Retention and Severance Agreement with Mr. Berkowitz providing for the terms of his appointment and compensation as Chief Executive Officer of the Company.

     Mr. Berkowitz’s employment agreement provides for an annual base salary of $525,000, eligibility to participate in the health insurance, 401(k) and other benefits offered to senior executives of the Company, payment of certain travel, accommodation and related expenses associated with traveling between his residence in northern California and the Company’s location in Westlake Village, California, payment of a driving service expense associated with travel between his residence and the Company’s location in Campbell, California, reimbursement of Mr. Berkowitz for attorneys’ fees, up to $20,000, associated with the negotiation of his employment arrangement with the Company and reimbursement for actual and reasonable business expenses incurred on behalf of the Company. Mr. Berkowitz has never made any use of the driving service and we do not expect he will in the future. If the agreed reimbursements (e.g., for Company-related travel or expenses incurred on behalf of the Company in accordance with its Travel & Entertainment Policy) are subject to federal or state income taxes, his employment agreement provided for the Company to pay an amount necessary to place Mr. Berkowitz in the same after-tax position as he would have been in had no such taxes been imposed.

     Details of Mr. Berkowitz’s severance benefits pursuant to his Executive Retention and Severance Agreement are addressed under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

     Mr. Krolik. On June 26, 2009, we entered into an employment agreement and Executive Retention and Severance Agreement with Mr. Krolik providing for the terms of his appointment and compensation as Chief Financial Officer of the Company. Mr. Krolik’s employment agreement provides for an annual base salary of $325,000, eligibility to participate in the health insurance, 401(k) and other benefits offered to senior executives of the Company and reimbursement for actual and reasonable business expenses incurred on behalf of the Company.

     Details of Mr. Krolik’s severance benefits pursuant to his Executive Retention and Severance Agreement are addressed under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

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     Mr. Samuelson. We entered into an employment agreement with Mr. Samuelson on August 1, 2007, and an Executive Retention and Severance Agreement on May 6, 2008, that provide for Mr. Samuelson’s employment as our Executive Vice President and President of REALTOR.com® and Top Producer.® Mr. Samuelson’s employment agreement provides for an annual base salary of $325,000, and eligibility to participate in the health insurance, RRSP plan (i.e., the equivalent in Canada to a 401(k) plan) and other benefits offered to senior executives of the Company.

     Details of Mr. Samuelson’s severance benefits pursuant to his Executive Retention and Severance Agreement are addressed under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

     Mr. Caulfield. On October 5, 2006, we entered into an employment agreement and Executive Retention and Severance Agreement with Mr. Caulfield that provides for his employment as our Executive Vice President, General Counsel and Secretary. Mr. Caulfield’s employment agreement provides for an annual base salary of $275,000, and eligibility to participate in the health insurance, 401(k) and other benefits offered to senior executives of the Company.

     Details of Mr. Caulfield’s severance benefits pursuant to his Executive Retention and Severance Agreement are addressed under the “Potential Payments Upon Termination or Change in Control” section of this proxy statement.

     Each of the above-described employment agreements (not including the Executive Retention and Severance Agreements) can be terminated by either party at any time.

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Outstanding Equity Awards at 2011 Fiscal Year-End

     The following table provides information on the current holdings of stock option and stock awards by the Named Executive Officers.

Outstanding Equity Awards at 2011 Fiscal Year End

Option Awards Stock Awards
Number of Number of Market Value
Securities Securities Shares of Shares
Underlying Underlying or Units or Units
Unexercised Unexercised Option of Stock of Stock
Options Options Exercise Option That Have That Have
(#) (#) Price Expiration Not Vested Not Vested
Name      Exercisable      Unexercisable      ($)      Date      (#)      ($) (1)
Berkowitz 546,876 (2)   203,124 (2)  6.08 01/21/2019  90,000 (3)  568,800
10,937 (4) 14,063 (4) 6.68 02/16/2020
28,126 (5) 196,874 (5) 8.04 06/15/2021
    
Krolik(6) 93,750 (7) — 8.84 07/20/2019
4,687 (8) — 6.64 02/12/2020
    3,906 (5) — 8.04 06/15/2021
  
Samuelson 37,500 (9) — 14.28 08/29/2013 25,000 (10)  158,000
18,750 (11) — 9.00 09/23/2014
17,500 (12) — 7.80 06/27/2015
37,500 (13) — 19.80 09/21/2016
150,000 (14) — 16.84 06/14/2017
150,000 (15) 50,000 (15) 4.04 11/17/2018
10,546 (16) 8,204 (16) 9.08 07/01/2019
5,468 (8) 7,032 (8) 6.64 02/12/2020
7,813 (5) 54,687 (5) 8.04 06/15/2021
  
Caulfield 25,000 (17) — 19.52 02/27/2014 25,000 (10) 158,000
6,251 (11) — 9.00 09/23/2014
7,500 (12) — 7.80 06/27/2015
12,500 (18) — 25.52 04/03/2016
8,125 (13) — 19.80 09/21/2016
75,000 (19) — 21.72 12/14/2016
25,000 (14) — 16.84 06/14/2017
75,000 (15) 25,000 (15) 4.04 11/17/2018
8,437 (16) 6,563 (16)  9.08 07/01/2019
3,281 (8) 4,219 (8) 6.64 02/12/2020
4,687 (5) 32,813 (5) 8.04 06/15/2021
____________________
 
(1)       Reflects the value as calculated based on the closing price of our common stock as of December 30, 2011, the last trading day in 2011 ($6.32).
 
(2) Stock options granted to the executive on January 21, 2009, of which 562,500 vest ratably on a monthly basis over 36 months beginning on January 21, 2010. The remaining 187,500 stock options were immediately vested and exercisable as of January 21, 2009.
 
(3) Reflects 90,000 RSA shares granted to the executive on June 15, 2011, which vest in equal one-fourth portions on each of the first four anniversaries of the grant date.

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(4)       Stock options granted to the executive on February 16, 2010, which vest ratably on a quarterly basis over four years beginning on February 16, 2010.
 
(5) Stock options granted to the executive on June 15, 2011, which vest ratably on a quarterly basis over four years beginning on June 15, 2011.
 
(6) Upon the cessation of his employment with the Company as of October 19, 2011, Mr. Krolik forfeited all of his outstanding RSAs, performance-based RSUs and unvested stock options. Any vested and unexercised stock options were forfeited three months following his termination of employment.
 
(7) Stock options granted to the executive on July 20, 2009, which vest quarterly over four years beginning on July 20, 2009.
 
(8) Stock options granted to the executive on February 12, 2010, which vest ratably on a quarterly basis over four years beginning February 12, 2010.
 
(9) Stock options granted to the executive on August 29, 2003, which vested ratably on a monthly basis over 48 months beginning on August 29, 2003.
 
(10) Reflects a 25,000 RSA grant to the executive. The award was granted on June 15, 2011, and vests in equal one-fourth portions on each of the first four anniversaries of the grant date.
 
(11) Stock options granted to the executive on September 23, 2004, which vested ratably on a quarterly basis over four years beginning on September 23, 2004.
 
(12) Stock options granted to the executive on June 27, 2005, which vested ratably on a quarterly basis over four years beginning on June 27, 2005.
 
(13) Stock options granted to the executive on September 21, 2006, which vested ratably on a quarterly basis over four years beginning on September 21, 2006.
 
(14) Stock options granted to the executive on June 14, 2007, which vested ratably on a quarterly basis over four years beginning June 14, 2007.
 
(15) Stock options granted to the executive on November 17, 2008, which vest ratably on a quarterly basis over four years beginning November 17, 2008.
 
(16) Stock options granted to the executive on July 1, 2009, which vest ratably on a quarterly basis over four years beginning July 1, 2009.
 
(17) Stock options granted to the executive on February 27, 2004, which vested ratably on a monthly basis over 48 months beginning on February 27, 2004.
 
(18) Stock options granted to the executive on April 3, 2006, which vested ratably on a quarterly basis over four years beginning April 3, 2006.
 
(19) Stock options granted to the executive on December 14, 2006, which vested ratably on a quarterly basis over four years beginning December 14, 2006.

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Option Exercises and Stock Vested in Last Fiscal Year

     The following table provides information regarding stock options exercised by, and stock awards that vested for, each of our Named Executive Officers during 2011. Our Named Executive Officers did not exercise any stock option awards in 2011.

Option Exercises and Stock Vested in Fiscal Year 2011

OPTION AWARDS STOCK AWARDS
Number of Shares Value Realized Number of Shares Value Realized
Acquired on Exercise on Exercise Acquired on Vesting on Vesting
Named Executive Officer       (#)       ($)       (#)       ($)
Mr. Berkowitz — — 239,381 (1) 1,995,481 (3)
Mr. Krolik — — 27,031 (2) 254,579 (3)
Mr. Samuelson — — —   —  
Mr. Caulfield — — — —
_______________
 
(1)      Reflects RSAs (158,443 shares) that vested, and performance-based RSU shares (80,938) that were earned based on the Company’s partial achievement of the 2011 fiscal year performance goals associated with the RSU award.
 
(2) Reflects RSAs (12,500 shares) that vested, and performance-based RSU shares (14,531) that were earned based on the Company’s partial achievement of the 2010 fiscal year performance goals associated with the RSU award.
 
(3) Reflects the price of our common stock at the close of the market on the vesting date multiplied by the number of shares vesting on that date.

Potential Payments upon Termination or Change in Control

     Termination of Employment. As discussed above, we have entered into employment-related agreements with our Named Executive Officers which provide, among other things, for benefits to the executives in the event of the termination of employment under certain conditions. The following table summarizes the estimated value of payments and benefits that each Named Executive Officer (except Mr. Krolik, whose employment with the Company terminated during 2011 and is addressed separately below) would have been entitled to receive assuming that a termination of employment had occurred on December 31, 2011, under the circumstances shown. The amounts shown in the table exclude the executive’s accrued obligations and benefits and distributions under our 401(k) retirement plan (or, in Canada, under an RRSP plan) that is generally available to all of our salaried employees.

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     As discussed earlier in this proxy statement, Mr. Krolik ceased to be an executive officer of the Company during 2011. Accordingly, he is not included in the table below. However, any actual termination-related benefits for Mr. Krolik are described in the “All Other Compensation” column in the “Summary Compensation Table” in this proxy statement. Mr. Krolik ceased to serve as the Company’s Chief Financial Officer effective the close of business August 19, 2011.

      Berkowitz       Samuelson       Caulfield
Reason for Termination:
                         
By Company Without Cause, or
Constructive Termination,
but in the ABSENCE of a Change in Control
Cash Severance $ 1,050,000 (1) $ 487,500 (2) $ 412,500 (2)
Health & Welfare Continuation(3) 24,661 7,176 24,661
Value of Accelerated Equity Awards 48,750 (4) 114,000 (5) 57,000 (5)
Tax Gross-Up Payment(10) — — —
Total Estimated Value of
Payments and Benefits $ 1,123,411 $ 608,676 $ 494,161
  
By Company Without Cause, or
Constructive Termination,
but WITH a Change in Control
Cash Severance $ 1,050,000 (1) $ 487,500 (2) $ 412,500 (2)
Health & Welfare Continuation(3) 24,661 7,176 24,661
Value of Accelerated Equity Awards 1,723,550 (6) 272,000 (7) 215,000 (7)
Tax Gross-Up Payment(10) — — —
Total Estimated Value of
Payments and Benefits $ 2,798,211 $ 766,676 $ 652,161
  
Death or Disability
Cash Severance $ 1,050,000 (1) $ 487,500 (2) $ 412,500 (2)
Health & Welfare Continuation(3) 24,661 7,176 24,661
Value of Accelerated Equity Awards 617,550 (8) 272,000 (9) 215,000 (9)
Tax Gross-Up Payment(10) — — —
Total Estimated Value of
Payments and Benefits $ 1,692,211 $ 766,676 $ 652,161
____________________
 
(1)       Pursuant to Mr. Berkowitz’s Executive Retention and Severance Agreement, upon a termination in connection with a change in control, termination by the Company without cause, a resignation based on a diminution of responsibilities, or termination by reason of death or disability (each as defined in the applicable agreement), Mr. Berkowitz will receive an amount equal to his annual base salary and target annual incentive bonus for the fiscal year in which the termination occurs, payable in equal installments over twelve months and beginning with the first payroll date following the termination date.
 
(2) Pursuant to their Executive Retention and Severance Agreements, upon a termination in connection with a change in control, termination by the Company without cause, resignation based on a diminution of responsibilities or termination by reason of death or disability (each as defined in the agreements), Messrs. Samuelson and Caulfield will receive an amount equal to their annual base salary for the fiscal year in which the termination occurs, payable 5 business days after the later of their termination date or the last day of any transition period requested by the Company consistent with the employment agreement, and will also receive one-half of their target annual incentive bonus for the fiscal year in which the termination occurs, payable 60 days after the end of the year in which the termination date occurs. Additionally, if the event resulting in termination occurs after June 30 of the applicable year, the executive will be entitled to an additional incentive bonus amount if the Company’s financial targets for the full year are met, prorated for how many days the executive is employed by the Company during such year; any such additional amount to be payable 60 days after the end of the year in which the termination date occurs.

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(3)       Pursuant to their Executive Retention and Severance Agreements, upon a termination in connection with a change in control, termination by the Company without cause, resignation based on a diminution of responsibilities or termination by reason of death or disability (each as defined in the agreement), the Company will pay 100% of Messrs. Berkowitz, Samuelson and Caulfield’s COBRA premiums (or, in Mr. Samuelson’s case, Canada-equivalent costs) for the same or equivalent medical coverage the executive had on the date of his termination, for a period not to exceed the earlier of one year after termination or until the executive becomes eligible for coverage at a new employer. The values shown are based on representative cost for medical, dental and vision coverage if elected through COBRA (or, in Mr. Samuelson’s case, Canada-equivalent) continuation.
 
(4) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested, and would remain exercisable for a period of three years following the executive’s termination date — or longer if the Company requests a transition services period. The positive value reflected in the table for accelerated equity awards relates to such options, with such acceleration terms being provided for in the executive’s Executive Retention and Severance Agreement. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price (e.g., strike price) greater than the closing price of our common stock on such date have a value of $0.
 
(5) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested, and would remain exercisable for a period of 12 months following the executive’s termination date — or longer if the Company requests a transition services period. The positive value reflected in the table for accelerated equity awards relates to such options, with such acceleration terms being provided for in the award agreement or certificate under which the award was granted. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price greater than the closing price of our common stock on such date have a value of $0.
 
(6) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested upon such termination, and would remain exercisable for a period of three years following the executive’s termination date — or longer if the Company requests a transition services period. The positive value reflected in the table for accelerated equity awards relates in part ($48,750) to such options, with such acceleration terms being provided for in the executive’s Executive Retention and Severance Agreement. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price greater than the closing price of our common stock on such date have a value of $0. An additional portion of the positive value reflected for accelerated equity awards ($1,106,000) relates to performance-based RSU awards that would become fully vested upon such termination, pursuant to terms provided for in the executive’s Executive Retention and Severance Agreement. Such performance-based RSU awards are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32). The balance of the positive value reflected for accelerated equity awards ($568,800) relates to RSAs granted under our 2011 Incentive Plan (adopted by stockholder approval on June 15, 2011), which provides for acceleration of the awards upon such termination assuming (which has been assumed here) the awards were continued by the Company (or other surviving entity) in connection with the contemplated change in control (or equitably converted or substituted). The RSA shares are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).
 
(7) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested, and would remain exercisable for a period of 12 months following the executive’s termination date — or longer if the Company requests a transition services period. The positive value reflected in the table for accelerated equity awards relates in part ($114,000 with respect to Mr. Samuelson, and $57,000 with respect to Mr. Caulfield) to such options, with such acceleration terms being provided for in the award agreement or certificate under which the award was granted. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price greater than the closing price of our common stock on such date have a value of $0. The balance of the positive value reflected for

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      accelerated equity awards ($158,000 with respect to each of Messrs. Samuelson and Caulfield) relates to RSAs granted under our 2011 Incentive Plan (adopted by stockholder approval on June 15, 2011), which provides for acceleration of the awards upon such termination assuming (which has been assumed here) the awards were continued by the Company (or other surviving entity) in connection with the contemplated change in control (or equitably converted or substituted). The RSA shares are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).
 
(8) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested upon such termination, and would remain exercisable for a period of three years following the executive’s termination date. The positive value reflected in the table for accelerated equity awards relates in part ($48,750) to such options, with such acceleration terms being provided for in the executive’s Executive Retention and Severance Agreement. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price greater than the closing price of our common stock on such date have a value of $0. The balance of the positive value reflected for accelerated equity awards ($568,800) relates to RSAs granted under our 2011 Incentive Plan (adopted by stockholder approval on June 15, 2011), which provides for acceleration of the awards upon such termination. The RSA shares are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).
 
(9) Reflects the value, if any, of unexercised and unvested stock options that would become fully vested, and would remain exercisable for a period of 12 months following the executive’s termination date. The positive value reflected in the table for accelerated equity awards relates in part ($114,000 with respect to Mr. Samuelson, and $57,000 with respect to Mr. Caulfield) to such options, with such acceleration terms being provided for in the award agreement or certificate under which the award was granted. The options are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price greater than the closing price of our common stock on such date have a value of $0. The balance of the positive value reflected for accelerated equity awards ($158,000 with respect to each of Messrs. Samuelson and Caulfield) relates to RSAs granted under our 2011 Incentive Plan (adopted by stockholder approval on June 15, 2011), which provides for acceleration of the awards upon such termination. The RSA shares are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).
  
(10) Mr. Berkowitz’s Executive Retention and Severance Agreement provides that the Company will reimburse him for any Internal Revenue Code §4999 excise taxes (and similar state assessments, if any) that are imposed on him and any income and excise taxes that are payable by him as a result of any reimbursement for such excise taxes.

     Change in Control. The following table is intended to reflect the value of any equity awards held by our Named Executive Officers (except Mr. Krolik, whose employment with the Company terminated during 2011) that would have vested upon a change in control of the Company occurring on December 31, 2011 (without the requirement of an associated termination of the executive).

Accelerated Award (1)       Berkowitz       Samuelson       Caulfield
Value of Stock Options $ 48,750 (2) — —
Value of Performance-based RSUs $ 1,106,000 (3) $ 237,000 (4) $ 79,000 (4)
Value of RSAs (or time-based RSUs) — — —
TOTAL $ 1,154,750 $ 237,000 $ 79,000
__________________
 
(1)       The values shown in the table assume that any outstanding awards issued under our 2011 Incentive Plan (adopted by stockholder approval on June 15, 2011) would be continued by the Company (or other surviving entity) in connection with the contemplated change in control (or equitably converted or substituted); otherwise such awards would vest in whole or, in the case of performance-based RSUs (none applicable), on a pro-rated basis.

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(2)      Reflects the value, if any, of unexercised and unvested stock options that pursuant to Mr. Berkowitz’s Executive Retention and Severance Agreement would vest upon a change in control of the Company occurring on December 31, 2011, and would remain exercisable for a period of three years following expiration of the options. Options reflected in the table are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32), less the exercise price. For purposes of this calculation, any outstanding options having an exercise price (e.g., strike price) greater than the closing price of our common stock on such date have a value of $0.
  
(3) Reflects the value of performance-based RSU awards that pursuant to Mr. Berkowitz’s Executive Retention and Severance Agreement would vest in the event of a change in control of the Company. Such performance-based RSU awards are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).
 
(4) Reflects the value of performance-based RSU awards that pursuant to the terms of the grant would vest in the event of a change in control of the Company. Such performance-based RSU awards are valued based on the closing market price of our common stock on the NASDAQ Capital Market as of December 30, 2011, the last trading day in 2011 ($6.32).

Compensation Committee Report

     The Management Development and Compensation Committee (the “Committee”) has reviewed and discussed with management the “Compensation Discussion and Analysis” section contained in this proxy statement. Based on its review and discussions with management, the Committee recommended to the Board of Directors that the content of the “Compensation Discussion and Analysis” section of this proxy statement be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, each of which has or will be filed with the Securities and Exchange Commission. This report is provided by the following independent directors, who comprise the Committee:

BRUCE G. WILLISON, Chairperson
JOE F. HANAUER

Compensation Committee Interlocks and Insider Participation

     During 2011, the Management Development and Compensation Committee was composed of three non-employee directors, Messrs. Anderson (who resigned from the Board and the committee effective April 6, 2012), Hanauer and Willison. None of such persons was an officer or employee of the Company during 2011 or at any time in the past. During 2011, none of the members of the Management Development and Compensation Committee had any relationship with the Company requiring disclosure under applicable rules of the SEC. None of our executive officers serves as a member of the board of directors or compensation committee, or similar committee, of any other company that has one or more of its executive officers serving as a member of our Board of Directors or our Management Development and Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Policy and Procedures

     The Audit Committee is responsible for the review and approval of transactions between the Company and its directors and/or executive officers (or their immediate family members) that would be subject to disclosure in the Company’s proxy statement pursuant to the SEC rules (generally transactions involving amounts exceeding $120,000 in which a related party has a material interest). The Audit Committee’s charter requires that the committee review all related party transactions for potential conflict of interest situations on an ongoing basis and that the committee approve only those transactions that are the subject of arm’s length negotiations and have terms that would be no worse than those that could be obtained by negotiating with an outside party. The Audit Committee will also review all transactions between the Company and the NAR or the National Association of Home Builders with a value in excess of $1 million.

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     Our corporate governance guidelines further require that each Board member disclose to the Audit Committee and the Board any financial interest or personal interest that he or she has in any contract or transaction that is being considered by the Audit Committee or the Board for approval. After such disclosure and response to any questions that the Audit Committee or the Board may have, the interested director will, unless otherwise requested by the Audit Committee or the Board, abstain from voting on the matter and, if requested, will leave the meeting while the remaining members of the Audit Committee or the Board discuss and vote on such matter. Our corporate governance guidelines further require that the Audit Committee shall only approve a related party transaction, including certain transactions between the Company and the NAR or the National Association of Home Builders, if it is a transaction that is the subject of arms’ length negotiations, has terms that are no worse than those that could be obtained by negotiating with an outside party, and otherwise meets regulatory requirements as well as other legal requirements applicable to the Company.

     The Board has previously approved the related party transactions described below.

Operating Agreement with the National Association of REALTORS®

     In November 1996, we entered into an operating agreement with the NAR, which governs how our subsidiary, RealSelect, Inc., operates the REALTOR.com® web site on behalf of the NAR and requires us to make royalty payments to the NAR. Various amendments to that agreement have been agreed upon since 1996. In accordance with the operating agreement, as amended, and other advertising agreements with the NAR, we paid $2.0 million to the NAR in 2011. Under the operating agreement, for 2012 and beyond, we must pay the amount due during the prior calendar year plus or minus, as the case may be, the percentage change in the Consumer Price Index for the prior calendar year, in four equal installments due on the last day of each calendar quarter for that calendar year.

REPORT OF THE AUDIT COMMITTEE

To The Board of Directors:

     The Audit Committee of the Board of Directors of Move, Inc. (the “Company”) reviewed and discussed the audited financial statements for the year ended December 31, 2011, with Company management and with Ernst & Young LLP (“Ernst & Young”), the Company’s independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU 380), as amended, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. The Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. Based on the review and discussions described in this Report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, for filing with the Securities and Exchange Commission.

By the Audit Committee of the Board of Directors

KENNETH K. KLEIN, Chairman
V. PAUL UNRUH
BRUCE G. WILLISON

CODE OF CONDUCT AND BUSINESS ETHICS

     We have a strong commitment to business ethics and to complying with the laws that govern the conduct of our businesses. We believe that a commitment to honesty and integrity is a valuable asset that builds trust with our customers, suppliers, employees, stockholders and the communities in which we operate. To implement our commitment, we have developed a code of conduct and business ethics. The code applies to all of our employees, directors, officers, agents and consultants. We have also established a compliance program that is intended to ensure that we have in place policies and systems designed to prevent and detect violations of the code or any applicable law, policy or regulation. A copy of the code is available at our website at http://investor.move.com, by clicking on “Corporate Governance.”

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     We will post on our website, http://investor.move.com, any amendments to, or waivers from, a provision of the code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any of the following: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules and regulations; (iv) the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; or (v) accountability for adherence to the code.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our common stock (the “Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

     Based solely on our review of the copies of Section 16(a) reports received or written representations from certain Reporting Persons, we believe that all reporting requirements under Section 16(a) for the fiscal year ended December 31, 2011, were met in a timely manner by the Reporting Persons except for the Forms 3 and 4 filed on March 2, 2012, for Patricia Wehr.

STOCKHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS

     Proposals of stockholders that are intended to be presented at our 2013 annual meeting must under Rule 14a-8 of the Exchange Act be received by us no later than January 3, 2013, in order that they may be included in the proxy statement and form of proxy relating to that meeting. Notice of a stockholder-sponsored proposal submitted pursuant to our Bylaws (i.e., a proposal to be presented at the 2013 annual meeting of stockholders but not submitted for inclusion in our proxy statement for such meeting under Rule 14a-8) will be considered untimely under our Bylaws unless it is delivered to our corporate secretary no later than the close of business on April 14, 2013, nor earlier than the close of business on March 15, 2013.

OTHER MATTERS

     We know of no other matters to be submitted to the stockholders at the annual meeting. If any other matters properly come before the stockholders at the annual meeting, it is the intention of the persons named on the enclosed proxy card to vote the shares they represent as the Board may recommend.

ADDITIONAL INFORMATION

     A copy of our Annual Report to Stockholders for the fiscal year ended December 31, 2011, accompanies this proxy statement. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as our proxy statements and other information, with the SEC. In most cases, those documents are available, without charge, on our website at http://investor.move.com/sec.cfm as soon as reasonably practicable after they are filed electronically with the SEC. Copies are also available, without charge, from Move, Inc., Investor Relations, 910 East Hamilton Avenue, Campbell, California 95008. You may also read and copy these documents at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549 under our SEC file number (000-26659), and you may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In most cases, these documents are available over the Internet from the SEC’s web site at http://www.sec.gov.

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Move, Inc.
ATTN: INVESTOR RELATIONS DEPT.
910 EAST HAMILTON AVENUE
CAMPBELL, CALIFORNIA 95008

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    For Withhold For All
      All All Except
     The Board of Directors recommends you vote
FOR the following:		  
 
     1.    Election of Directors   o o o
    Nominees
 
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

 		         
 
  

    01    Joe F. Hanauer 02     Steven H. Berkowitz 03     Kenneth K. Klein 04     V. Paul Unruh 05     Bruce G. Willison
 
   
  The Board of Directors recommends you vote FOR proposals 2 and 3.   For Against Abstain
                     
     2.    To ratify the appointment of Ernst & Young LLP as Move, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2012.   o o o
             
  3. To approve, on an advisory basis, the compensation paid to Move, Inc.'s named executive officers.   o o o
 
     NOTE:    To transact such other business, postponement, or adjournment thereof that may come before the meeting.    

               
    For address change/comments, mark here.                   o
  (see reverse for instructions)   Yes   No    
                
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MOVE, INC.
Annual Meeting of Stockholders
June 13, 2012 9:30 AM
This proxy is solicited by the Board of Directors
 
The stockholder(s) hereby appoint(s) Rachel C. Glaser and James S. Caulfield, or either of them, as proxies, each with the power to appoint a substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of Move, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders of Move, Inc. to be held at 9:30 a.m., Pacific Time, on June 13, 2012, at the Company's offices located at 910 East Hamilton Ave., 6th Floor, Campbell, California 95008, and any adjournment or postponement thereof.
 
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSON(S) NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.
 
IF YOU VOTE YOUR PROXY BY INTERNET, YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD. TO VOTE BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE
 
 
 
 
 

Address change/comments:

 
 
 
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
 
Continued and to be signed on reverse side