UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date of earliest event reported): December 15, 2010~~OF 1934

Date of Report (Date of earliest event reported): July 6, 2011

Global Traffic Network, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-51838	33-1117834
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
880 Third Avenue, 6th Floor, New York, New York		10022
(Address of principal executive offices)		(Zip Code)

~~880 Third Avenue, 6th Floor, New York, New York~~ (~~Address of principal executive offices~~212) ~~10022~~896-1255 ~~(Zip Code)~~

(~~212) 896-1255 (~~Registrant’s telephone number, including area code)

~~800 Second Avenue, New York, NY 10017~~ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

~~Upon~~On ~~receipt~~July 6, of2011, ~~approval of~~ the ~~proposed~~Company ~~amendment~~entered tointo ~~the~~an ~~Company’s~~employment agreement ~~2005~~with ~~Stock~~Gary ~~Incentive~~L. ~~Plan by~~Worobow ~~the~~that ~~registrant~~governs Mr. Worobow’s ~~shareholders~~employment atwith ~~its~~the ~~December 15,~~Company ~~2010~~as ~~annual~~its ~~meeting~~Executive ofVice ~~shareholders~~President, ~~the registrant~~Business ~~adopted~~and ~~the~~Legal ~~Amended~~Affairs. ~~and~~The ~~Restated~~employment ~~2005~~agreement, ~~Stock~~which ~~Incentive~~was ~~Plan~~effective inas ~~the~~of ~~form~~July 1, ~~attached~~2011 ~~as Appendix A~~and tois ~~its~~for ~~proxy~~an indefinite ~~statement~~term, ~~filed~~superseded ~~with~~Mr. Worobow’s ~~the~~prior ~~Securities~~employment ~~and~~agreement ~~Exchange~~with ~~Commission~~Company onin ~~November 17, 2010~~its entirety.

~~Item~~Pursuant to the employment agreement, Mr. Worobow will initially receive an annual base salary of $290,000.00, which annual base salary will be increased by 5% on July 1 of each year commencing July 1, 2012.07 Mr. Worobow ~~Submission~~is also eligible to receive an annual performance-based bonus of ~~Matters~~up to a33 ~~Vote~~1/3% of ~~Security~~his ~~Holders~~annual base salary. The amount of each year’s bonus, if any, will be determined and paid based upon satisfaction of certain operating profit goals to be determined by the Company’s board of directors or the compensation committee thereof for the applicable fiscal year and is contingent upon Mr. Worobow remaining an active employee of the Company through the end of the applicable fiscal year. The employment agreement provides that unless and until the Company elects to provide its United States based employees with medical insurance, the Company will pay Mr. Worobow $1,000 per month in lieu providing him with medical insurance.

The ~~registrant~~employment ~~held~~agreement ~~its~~provides ~~annual~~that ~~meeting~~all ofunvested ~~shareholders~~stock ~~on Wednesday~~options, ~~December 15~~shares of restricted stock, ~~2010~~or other equity-based incentives awarded to Mr. Worobow Atwill immediately vest upon the ~~meeting,~~ closing of an acquisition of the ~~registrant~~Company through the sale of substantially all of its assets or through a merger, exchange, reorganization or liquidation or a similar event as determined by the Company’s ~~shareholders~~board ~~took~~of directors or the ~~following~~compensation ~~actions:~~ committee thereof.

~~(i)~~If the employment agreement terminated voluntarily by Mr. ~~The~~Worobow ~~shareholders~~or ~~elected~~upon ~~six~~his ~~directors~~death or disability, or if the Company terminates the employment agreement for “cause,” Mr. Worobow will only be entitled to ~~serve~~compensation asand ~~members~~benefits accrued through the effective date of ~~our~~termination. If ~~Board~~the Company terminates the employment agreement without “cause” or if Mr. Worobow terminates the employment agreement as a result of ~~Directors~~a ~~until~~ material breach by the ~~next~~Company ~~annual~~or ~~meeting~~his being required to report directly to anyone other than the Company’s Chief Executive Officer, President or board of ~~shareholders~~directors (or a committee thereof), Mr. Worobow ~~The~~will ~~shareholders~~also ~~present~~be entitled to severance in ~~person~~the orform byof ~~proxy~~continuation ~~cast~~of ~~the~~his base salary and payment in lieu of medical benefits for 12 months following ~~numbers~~the effective date of ~~votes~~termination in ~~connection~~accordance with the ~~election~~Company’s normal payroll business practices but subject to compliance with the requirements of ~~directors~~Section 409A of the Internal Revenue Code of 1986, ~~resulting~~as amended. In the event that severance payments and/or accelerated vesting of equity awards would result in Mr. Worobow receiving “excess parachute payments” within the ~~election~~ meaning of ~~all~~Section 280G ~~nominees~~of the Internal Revenue Code of 1986, as amended, the severance payments will be reduced to the extent that the reduction would result in Mr. Worobow receiving a greater net-after-tax amount. The term “cause” under the employment agreement includes the following events: (i) Mr. Worobow’s conviction of a felony; (ii) Mr. Worobow’s material breach of the employment agreement; (iii) Mr. Worobow’s material violation of a Company policy that has a materially adverse effect on the Company; (iv) Mr. Worobow’s failure to perform his duties as the Company’s Executive Vice President, Business and Legal Affairs as required by the employment agreement, which failure has not been cured following ten days after written notice is given; or (v) Mr. Worobow’s habitual intoxication, drug use or chemical substance abuse by any intoxicating or chemical substance.

Nominee	Votes For		Votes Withheld
William L. Yde III		12,563,371		1,112,082
Dale C. Arfman		12,563,571		1,112,882
Gary O. Benson		12,901,809		773,644
Shane E. Coppola		13,529,206		146,247
William M. Mower		8,916,378		4,759,075
Stuart R. Romenesko		13,579,969		95,484

The employment agreement contains standard provisions regarding protection of the Company’s confidential information (as defined in the employment agreement) and, subject to certain exceptions, prohibits Mr. Worobow from directly or indirectly engaging in the following actions during the period he is employed by the Company and continuing for one year following the termination of the employment agreement, without the Company’s prior express written consent:

~~(ii) The~~• ~~shareholders~~render ~~approved~~services, anadvice ~~amendment~~or assistance to ~~the~~any ~~Company’s~~corporation, ~~2005~~person, ~~Stock~~organization ~~Incentive~~or ~~Plan~~other ~~to increase~~entity ~~the~~which ~~number~~engages ofin ~~shares~~the provision of ~~common~~traffic ~~stock~~and/or ~~reserved~~news ~~for~~information ~~issuance thereunder from 1,800,000 shares~~ to ~~2,400,000~~radio ~~shares.~~or ~~There~~television ~~were~~stations ~~15,273,126~~anywhere ~~votes~~outside ~~cast~~of ~~for~~ the ~~proposal;~~United ~~964~~States,~~906~~ ~~votes~~or ~~were cast~~engage ~~against~~in ~~the~~any ~~proposal;~~such ~~38,866~~activities ~~votes~~in ~~abstained;~~any ~~and there were no broker non-votes.~~capacity

~~(iii) The~~whatsoever, ~~shareholders~~including ~~ratified~~without ~~the~~limitation ~~appointment~~as ofan ~~BDO~~employee, ~~Audit (NSW-VIC) Pty Ltd as the~~ independent ~~registered~~contractor, ~~public~~officer, ~~accounting~~director, ~~firm of the registrant for the fiscal year ending June 30~~manager, ~~2011.~~ ~~There~~beneficial ~~were 16~~owner,~~274,948~~ ~~votes cast for the proposal; 1~~partner,~~183~~ ~~votes~~member ~~were~~or ~~cast~~shareholder ~~against~~of ~~the proposal;~~any ~~767~~provider ~~votes~~of ~~abstained;~~traffic and/or ~~there~~news ~~were no broker non-votes.~~information;

•

soliciting or attempting to induce any of the Company’s customers, suppliers, licensees, licensors or other business relations to cease doing business with the Company or in any way interfering with the Company’s relationship with any such customer, vendor, licensee, licensor or other business relation; or

•

soliciting or attempting to induce any of the Company’s employees to leave the employ of the Company, or to work for, render services or provide advice to or supply our confidential business information or trade secrets to any third person or entity.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
ExhibitNo.		Description
10.1	~~10.1~~	Employment Agreement dated July 6, 2011 by and between Global Traffic Network, Inc. and Gary L. Worobow	~~Amended and Restated 2005 Stock Incentive Plan (incorporated by reference to Appendix A to proxy statement filed with the Securities and Exchange Commission on November 17, 2010).~~

SIGNATURE

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

INDEX OF EXHIBITS


Exhibit No.		Description

10.1		Employment Agreement dated July 6, 2011 by and between Global Traffic Network, Inc. and Gary L. Worobow

Global Traffic Network, Inc.

GLOBAL TRAFFIC NETWORK, INC.

Date: December 20, 2010

/s/ Scott E. Cody

Date: July 7, 2011

/s/ Scott E. Cody

~~Scott E. Cody, Chief Operating Officer,~~

Scott E. Cody, Chief Operating Officer,

~~Chief Financial Officer and Treasurer~~

Chief Financial Officer and Treasurer

Filing Compare · GLOBAL TRAFFIC NETWORK, INC.