x | Filed by the Registrant |
o | Filed by a Party other than the Registrant |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2) |
x | Definitive Proxy Statement |
o | Definitive Additional Materials |
o | Soliciting Material under Sec. 240.14a-11 (c) or Sec. 240.14a-12 |
x | No fee required |
o | Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11. |
1) | Title of each class of securities to which transaction applies: |
2) | Aggregate number of securities to which transaction applies: |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount in which the filing fee is calculated and state how it was determined): |
4) | Proposed maximum aggregate value of transaction: |
5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
1) | Amount Previously Paid: |
2) | Form, Schedule or Registration Statement No.:3) Filing Party: |
4) | Date Filed: |
1) | To elect seven directors nominated by the Board of Directors to serve until the next Annual Meeting of Stockholders; |
2) | To ratify the appointment of Deloitte & Touche LLP as Concurrent's independent registered public accountants for the fiscal year ending June 30, 2015; |
3) | To conduct an advisory vote to approve the compensation of Concurrent's named executive officers; |
4) | To approve an amendment to the Concurrent Computer Corporation 2011 Stock Incentive Plan to increase the number of shares authorized by 600,000 from 500,000 to 1,100,000; and |
5) | To transact such other business as may properly come before the meeting or any adjournment of the meeting. |
|
By Order of the Board of Directors,
|
|
|
|
Dan Mondor
|
|
President and Chief Executive Officer
|
·
|
vote via the Internet or by telephone, if available;
|
·
|
properly submit a proxy (even if you do not provide voting instructions); or
|
·
|
attend the meeting and vote in person.
|
· | sending written notice to the corporate secretary at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096 so that it is received prior to October 22, 2014; |
· | voting again over the Internet or via telephone, if available, prior to 11:59 p.m., EST, on October 21, 2014; |
· | signing another proxy with a later date and sending it so that it is received by Concurrent's corporate secretary prior to October 21, 2014; or |
· | voting at the meeting. |
· | vote FOR the election of the seven nominees for director; |
· | WITHHOLD AUTHORITY to vote for the seven nominees; or |
· | WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees. |
·
|
vote FOR ratification;
|
·
|
vote AGAINST ratification; or
|
·
|
ABSTAIN from voting on the proposal.
|
·
|
vote FOR approval of the compensation;
|
·
|
vote AGAINST approval of the compensation; or
|
·
|
ABSTAIN from voting.
|
·
|
vote FOR the proposal;
|
·
|
vote AGAINST the proposal; or
|
·
|
ABSTAIN from voting on the proposal.
|
· | provides leadership to the Board to ensure that the Board functions in an independent, cohesive fashion; |
· | presides at Board meetings, all meetings of independent directors (including executive sessions) and stockholder meetings; |
· | sees that all orders, resolutions and policies adopted or established by the Board are carried into effect; |
· | consults with the Nominating Committee and Chief Executive Officer on any changes to committee chairs and membership; and |
· | prepares and circulates an agenda for each Board meeting in consultation with the Chief Executive Officer. |
|
|
|
|
|
|
|
Director
|
Audit
|
Compensation
|
Executive
|
Nominating
|
Charles Blackmon
|
X
|
Chair
|
X
|
X
|
Larry L. Enterline
|
X
|
|
|
Chair
|
C. Shelton James
|
Chair
|
X
|
|
X
|
Steve G. Nussrallah
|
|
X
|
Chair
|
|
Dan Mondor
|
|
|
X
|
|
Robert M. Pons
|
|
X
|
|
|
Dilip Singh
|
X
|
|
|
|
· | to review Concurrent's financial statements contained in filings with the SEC; |
· | to pre-approve all audit and non-audit services to be provided by Concurrent's independent registered public accountants; |
· | to review matters relating to the examination of Concurrent's financial statements by its independent registered public accountants and accounting procedures and controls; and |
· | to appoint Concurrent's independent registered public accountants. |
· | to select potential candidates for director and recommend selected candidates to the full Board; |
· | to develop and recommend to the Board a self-evaluation process for the Board and its committees and oversee such evaluation process; and |
· | to make recommendations to the Board concerning the structure and membership of Board committees. |
· | to review and approve compensation (salary, bonus, and long-term and short-term incentives) of the Chief Executive Officer and senior executives; |
· | to oversee the administration of Concurrent's incentive compensation plans, equity-based plans and other employee benefit plans, subject to certain limitations; |
· | to annually review and approve the annual incentive bonus structure; and |
· | to oversee Concurrent's disclosures in the "Compensation Discussion and Analysis" section contained herein. |
1. | Submit recommendations in writing to the corporate secretary at Concurrent's corporate headquarters. |
2. | Include in the submission the following information concerning the recommended individual for the committee to consider: |
· | age; |
· | business address and residence address of such person; |
· | five-year employment history, including employer names and business descriptions; |
· | the class and number of shares of Concurrent which are beneficially owned by such person; |
· | ability of the individual to read and comprehend financial statements; |
· | the information required by Item 404 of SEC Regulation S-K (certain relationships and related transactions); |
· | board memberships (if any); |
· | any other information relating to such person that is required to be disclosed in solicitations or proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and |
· | a statement supporting the nominating stockholder's view that the recommended individual possesses the minimum qualifications prescribed by the Nominating Committee for nominees. |
3. | Include with the submission a written consent of the individual to be interviewed by the Nominating Committee and to stand for election if nominated and to serve if elected. |
4. | Include in the submission the following information concerning the stockholder (or group of stockholders) recommending the individual for the Nominating Committee to consider: |
· | the name and address, as they appear on Concurrent's books, of such stockholder or stockholders; and |
· | the class and number of shares of Concurrent which are beneficially owned by such stockholder or stockholders. |
5. | The nominating recommendation must state the relationship between the proposed nominee and the recommending stockholder and any agreements or understandings between the nominating stockholder and the nominee regarding the nomination. |
· | the highest personal and professional ethics, integrity and values; |
· | business or professional knowledge and experience that will contribute to the effectiveness of the Board and the committees of the Board; |
· | sound judgment; |
· | diversity of skills, experience, age, gender, race, ethnicity and background; |
· | lack of interests that materially conflict with those of the Company's stockholders; and |
· | demonstrated professional achievement. |
· | consent to stand for election if nominated and to serve if elected; and |
· | devote sufficient time to carrying out his or her duties and responsibilities effectively (our Guidelines prohibit a director from serving on more than five other public company boards). |
· | at least a majority of the Board must be independent as determined by the Board under the Nasdaq listing standards; |
· | at least one member of the Board should have the qualifications and skills necessary to be considered an "audit committee financial expert," as defined by the rules of the SEC; and |
· | at least three directors must meet the requirements for Audit Committee membership required by the Nasdaq listing standards and the SEC. |
Brightcove, Inc.
|
iPass, Inc.
|
Synacor, Inc.
|
CSP, Inc.
|
NetSol Technologies, Inc.
|
Zhone Technologies, Inc.
|
Evolving Systems, Inc.
|
Numerex Corp.
|
Zix Corporation
|
Exa Corporation
|
Rentrak Corporation
|
|
GSE Systems, Inc.
|
Sonic Foundry, Inc.
|
|
Name
|
Fees Earned or Paid
in Cash
|
Stock Awards (1)
|
Total
|
|||||||||
Steve G. Nussrallah
|
$
|
66,500
|
$
|
36,850
|
$
|
103,350
|
||||||
Charles Blackmon
|
51,500
|
36,850
|
88,350
|
|||||||||
Larry L. Enterline
|
40,500
|
36,850
|
77,350
|
|||||||||
C. Shelton James
|
51,500
|
36,850
|
88,350
|
|||||||||
Robert M. Pons
|
41,500
|
36,850
|
78,350
|
|||||||||
Dilip Singh
|
40,000
|
36,850
|
76,850
|
(1) | The amounts in this column reflects the grant date fair value for stock awards granted in fiscal year 2014, determined in accordance with the Account Standards Codification ("ASC") 718-10. An award was granted to each non-employee director on October 31, 2013, valued based on the closing stock price of $7.37 per share. As of June 30, 2014, the aggregate number of restricted stock awards held by non-employee directors was as follows: Mr. Nussrallah, 5,400; Mr. Blackmon, 5,400; Mr. Enterline, 5,400; Mr. James, 5,400; Mr. Pons, 5,420; and Mr. Singh, 5,420. |
· | pay salaries that are competitive and attract, retain, and motivate a highly competent executive team; |
· | provide market-based bonus programs that link corporate performance and total executive compensation; and |
· | align executives' financial interests with the creation of stockholder value by providing periodic long-term incentive awards subject to vesting over time and/or performance-based incentives tied to meaningful and quantifiable performance metrics. |
· | the compensation packages of executive officers in similar positions at a comparable group of peer companies based on reported and survey information as described below; |
· | the experience and contribution levels of the individual executive officer; |
· | the Company's performance; and |
· | advice received from the Compensation Committee's consulting firm. |
Brightcove, Inc.
|
iPass, Inc.
|
Synacor, Inc.
|
CSP, Inc.
|
NetSol Technologies, Inc.
|
Zhone Technologies, Inc.
|
Evolving Systems, Inc.
|
Numerex Corp.
|
Zix Corporation
|
Exa Corporation
|
Rentrak Corporation
|
|
GSE Systems, Inc.
|
Sonic Foundry, Inc.
|
|
1) | Revenue Component. |
a.
|
Minimum:
|
$
|
63,450,000
|
||||
b.
|
Target:
|
66,430,000
|
|||||
c.
|
Maximum:
|
69,410,000
|
2) | Adjusted Operating Income Component. |
a.
|
Minimum:
|
$
|
3,756,200
|
||||
b.
|
Target:
|
5,902,400
|
|||||
c.
|
Maximum:
|
8,049,000
|
|
Restricted Stock Awards Granted
|
|||||||||||
Named Executive Officer
|
Time-
Based
|
Performance-Based
|
Total
|
|||||||||
Dan Mondor
|
9,438
|
18,877
|
28,315
|
|||||||||
Emory O. Berry
|
5,487
|
10,973
|
16,460
|
· | base salaries are periodically benchmarked and are competitive; |
· | balance between fixed and variable compensation varies with responsibility level; |
· | incentive awards opportunities are capped and are tied to multiple performance metrics; |
· | performance goals and payouts are reviewed by a Compensation Committee consisting of independent non-employee directors; |
· | the mix of time based and performance-based equity vehicles; |
· | executives receive equity-based incentives which vest over multiple years; |
· | limited use of employment agreements and packages offered are competitive; |
· | executives own meaningful levels of company stock; and |
· | use of incentive plan performance goals that are both challenging and realistic. |
|
Compensation Committee of the Board
|
|
|
|
Charles Blackmon, Chairman
|
|
C. Shelton James
|
|
Steve G. Nussrallah
|
|
Robert M. Pons
|
|
|
|
September 10, 2014
|
|
|
|
|
Non-Equity
|
|
|
|||||||||||||||
|
|
|
Stock
|
Incentive Plan
|
All Other
|
|
|||||||||||||||
Name and
|
Fiscal
|
Salary
|
Awards
|
Compensation
|
Compensation
|
Total
|
|||||||||||||||
Principal Position
|
Year
|
($)
|
(1) ($)
|
(2) ($)
|
(3) ($)
|
($)
|
|||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
Dan Mondor
|
2014
|
379,179
|
222,556
|
336,571
|
8,534
|
947,225
|
|||||||||||||||
President and Chief
|
2013
|
370,000
|
190,639
|
360,750
|
3,674
|
925,063
|
|||||||||||||||
Executive Officer | |||||||||||||||||||||
|
|
||||||||||||||||||||
Emory O. Berry
|
2014
|
315,137
|
129,376
|
215,173
|
7,425
|
667,360
|
|||||||||||||||
Chief Financial Officer
|
2013
|
307,500
|
136,000
|
230,625
|
2,505
|
676,630
|
|||||||||||||||
& EVP of Operations |
(1) | The amount reported in this column for each NEO represents the grant date fair value of the performance-based or time-based RSAs granted during the applicable fiscal year, computed in accordance with ASC Topic 718-10. Performance-based RSAs granted in fiscal years 2014 and 2013 may be earned by achievement of specified company financial results. The grant date fair value for the award is computed based on the probable outcome for the performance period. The grant date fair value of the performance-based RSAs assumes maximum performance. See Note 11 of the Notes to Consolidated Financial Statements set forth in our Annual Report on Form 10-K for fiscal year 2014 for the assumptions used to value these awards. |
(2) | The amounts reported in this column represent incentive plan compensation earned by the NEOs under the AIP for fiscal years 2014 and 2013. |
(3) | The amounts reported represent matching contributions to the company-sponsored 401(k) plan. |
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards (2) (3)
|
All Other
Stock
Awards:
Number of
Shares of
Stock (2) (3)
|
Grant Date
Fair Value of
Stock Awards
(4)
|
|||||||||||||||||||||||||||||
Grant
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|
|
||||||||||||||||||||||||||
Name
|
Date
|
($)
|
($)
|
($)
|
(#) | (#) | (#) | (#) |
($)
|
|||||||||||||||||||||||||
Dan Mondor
|
|
0
|
246,466
|
369,700
|
|
|||||||||||||||||||||||||||||
9/4/2013
|
-
|
-
|
9,438
|
74,183
|
||||||||||||||||||||||||||||||
9/4/2013
|
18,877
|
148,373
|
||||||||||||||||||||||||||||||||
Emory O. Berry
|
|
0
|
157,569
|
236,353
|
||||||||||||||||||||||||||||||
9/4/2013
|
-
|
-
|
5,487
|
43,128
|
||||||||||||||||||||||||||||||
9/4/2013
|
10,973
|
86,248
|
(1) | The amounts shown in these columns represent the NEOs' annual incentive cash award opportunity under the 2014 AIP. See "Compensation Discussion and Analysis— Fiscal 2014 Annual Incentive Award" for more information regarding this plan. |
(2) | All grants of performance-based RSAs were made under the 2011 Stock Incentive Plan. |
(3) | Performance-based RSAs and time-based RSAs were granted to NEOs in fiscal year 2014, as follows: Mr. Mondor—9,438 time-based RSAs and 18,877 performance-based RSAs and Mr. Berry—5,487 time-based RSAs and 10,973 performance-based RSAs. |
(4) | This amount represents the grant date fair value of performance-based and time-based RSAs granted to the NEOs, as computed under ASC Topic 718. See footnote 1 of the Summary Compensation Table for calculation methodology. |
|
|
Option Awards
|
|
Restricted
Stock Awards
|
|
|
Performance
Stock Awards
|
|
|||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options Exercisable
(#)
|
|
|
Number of Securities Underlying Unexercised Options Unexercisable
(#) (1)
|
|
|
Option Exercise Price ($)
|
|
Option Grant Date
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested
(#) (2)
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested
($) (3)
|
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)
|
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#) (3) (4)
|
|
|||||||
Dan Mondor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
60,000
|
|
|
|
-
|
|
|
|
6.80
|
|
4/23/2008
|
|
4/23/2018
|
|
|
14,263
|
|
|
|
106,402
|
|
|
|
47,761
|
|
|
|
356,297
|
|
Emory O. Berry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
14.70
|
|
3/08/2007
|
|
3/08/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,000
|
|
|
|
-
|
|
|
|
12.80
|
|
9/12/2007
|
|
9/12/2017
|
|
|
7,822
|
|
|
|
58,352
|
|
|
|
31,579
|
|
|
|
235,579
|
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
5.90
|
|
8/01/2008
|
|
8/01/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The options vest and become exercisable in equal installments on the first, second, third and fourth anniversaries of the grant date. All options have vested as of June 30, 2014. |
(2) | These RSAs vest as follows: Mr. Mondor's awards vest: 4,825 on September 2, 2014, 2,360 on September 4, 2014, 2,360 on September 4, 2015, 2,359 on September 4, 2016, 2,359 on September 4, 2017. Mr. Berry's awards vest: 2,335 on September 2, 2014, 1,372 on September 4, 2014, 1,372 on September 4, 2015, 1,372 on September 4, 2016, and 1,371 on September 4, 2017. |
(3) | The amounts shown in these columns reflect the market value of the unvested performance-based and time-based RSAs on the closing market price on June 30, 2014 of $7.46, multiplied by the number of shares. In addition, the following number of performance-based RSAs was forfeited by each NEO in fiscal year 2014 due to failure to achieve either performance or market condition criteria set for PSAs granted in September 2010: Mr. Mondor, 32,166 and Mr. Berry, 15,566. |
(4) | The restrictions on the shares reported in this column lapse when performance goals based on revenue and operating income are achieved. The number of unearned shares represents the maximum number of shares that can be earned by the NEOs. |
Name
|
Number of
Shares Released on Vesting (#)
|
Value Realized
on Vesting ($) (1)
|
||||||
|
|
|
||||||
Dan Mondor
|
49,928
|
386,698
|
||||||
Emory O. Berry
|
27,459
|
212,708
|
(1)
|
The amount reported represents the market value of the stock on the days the stock vested: August 27, 2013 ($8.61), September 2, 2013 ($7.66), and September 10, 2013 ($7.76).
|
· | directly by us without Due Cause, |
· | in certain circumstances constructively by us, or |
· | within one year of a Change in Control (as defined in the 2001 Stock Option Plan below), |
a) | committed a willful serious act to enrich himself at our expense or has been convicted of a felony involving moral turpitude; |
b) | willfully and grossly neglected his duties, or intentionally failed to observe specific lawful directives or policies of the Board; |
c) | failed to take reasonable and appropriate steps to determine the accuracy of Sarbanes-Oxley Act certifications; or |
d) | failed to fulfill any of his duties to administer effective systems and controls necessary for compliance with the Sarbanes-Oxley Act. |
a) | the acquisition of 35% or more of our stock by a party that is not a fiduciary holding the shares for our benefit; |
b) | a change in the composition of the Board such that a minority of the directors have been directors for at least 24 months ("24 Month Directors") or were elected by at least two-thirds of the 24 Month Directors or were serving as the result of a Merger as defined in (c) below; |
c) | a merger, consolidation, reorganization, sale of substantially all of our assets, or the acquisition of assets or stock of another company, ("Merger") unless (i) those holding our shares prior to the Merger hold more than 50% of the voting shares of the successor entity, (ii) more than 50% of the directors were our directors prior to the Merger, and (iii) no entity owns 35% or more of our shares without approval of our Board; or |
d) | a liquidation or dissolution of the Company. |
a) | the acquisition of 50% or more of our stock by a party that is not a fiduciary holding the shares for our benefit; |
b) | a change in the composition of the Board such that a minority of the directors have been directors for at least 24 months ("24 Month Directors") or were elected by at least two-thirds of the 24 Month Directors or were serving as the result of a Merger as defined in (c) below; |
c) | a merger, consolidation, reorganization, sale of substantially all of our assets, or the acquisition of assets or stock of another company, ("Merger") unless (i) those holding our shares prior to the Merger hold more than 50% of the voting shares of the successor entity, (ii) more than 50% of the directors were our directors prior to the Merger, and (iii) no entity owns 50% or more of our shares without approval of our Board; or |
d) | a liquidation or dissolution of the Company. |
Payments and Benefits upon Termination
|
Voluntary Termination
($)
|
Change in Control
($)
|
Constructive Termination
($)
|
For Cause Termination
($)
|
Termination
without Cause
($)
|
Death
($)
|
Disability
($)
|
|||||||||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Base Salary
|
-
|
762,200
|
381,100
|
-
|
381,100
|
381,100
|
381,100
|
|||||||||||||||||||||
Incentive Award (1)
|
-
|
721,500
|
-
|
-
|
360,750
|
-
|
-
|
|||||||||||||||||||||
Acceleration of Unvested Stock Awards (2)
|
-
|
462,699
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Benefits:
|
||||||||||||||||||||||||||||
Post Termination Medical (3)
|
-
|
13,242
|
6,621
|
-
|
6,621
|
-
|
6,621
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total
|
0
|
1,959,641
|
387,721
|
0
|
748,470
|
381,100
|
387,721
|
(1 ) | Reflects the incentive award Mr. Mondor was paid for fiscal year 2013, multiplied by two. Mr. Mondor is entitled to two times the award in the event of a termination within one year of a Change in Control. |
(2) | The amount in this row represents the full value of unvested RSAs, including those with performance conditions, as of June 30, 2014, to the extent vesting would be accelerated upon termination under these scenarios. The assumed price is $7.46, which was the closing price of our common stock on June 30, 2014. |
(3) | Includes current employer portion of the medical and dental premiums which would be paid to Mr. Mondor during severance period. Cost of continued benefits is estimated by using current rate multiplied by 12 months and 24 months in the event of a Change in Control. |
Payments and Benefits upon Termination
|
Voluntary Termination
($)
|
Change in Control
($)
|
Constructive Termination
($)
|
For Cause Termination
($)
|
Termination without Cause
($)
|
Death
($)
|
Disability ($)
|
|||||||||||||||||||||
Compensation:
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Base Salary
|
-
|
316,725
|
316,725
|
-
|
316,725
|
158,363
|
158,363
|
|||||||||||||||||||||
Incentive Award (1)
|
-
|
230,625
|
-
|
-
|
230,625
|
-
|
-
|
|||||||||||||||||||||
Acceleration of Unvested Stock Awards (2)
|
-
|
293,931
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Benefits:
|
||||||||||||||||||||||||||||
Post Termination Medical (3)
|
-
|
12,231
|
12,231
|
-
|
12,231
|
-
|
12,231
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Total
|
0
|
853,512
|
328,956
|
0
|
559,581
|
158,363
|
170,594
|
(1 ) | Reflects the incentive award Mr. Berry was paid for fiscal year 2013. Mr. Berry would only be entitled to the base salary and incentive award components if he were terminated within one year of a Change in Control. |
(2) | The amount in this row represents the full value of unvested RSAs, including those with performance conditions, as of June 30, 2014, to the extent vesting would be accelerated upon termination under these scenarios. The assumed price is $7.46, which was the closing price of our common stock on June 30, 2014. |
(3) | Includes current employer portion of the medical and dental premiums which would be paid to Mr. Berry during severance period. Cost of continued benefits is estimated by using current rate multiplied by 12 months. |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans
|
|||||||||
Equity compensation plans approved by security holders:
|
||||||||||||
2001 Stock Option Plan
|
183,317
|
$
|
10.92
|
-
|
||||||||
2011 Stock Incentive Plan
|
-
|
-
|
102,535
|
|||||||||
Total
|
183,317
|
$
|
10.92
|
102,535
|
· | reviewed and discussed with management Concurrent's audited financial statements to be included in Concurrent's Annual Report on Form 10-K for fiscal year 2014; |
· | discussed with Deloitte & Touche LLP, the matters required by Statement of Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and |
· | received from and discussed with Deloitte & Touche LLP the written disclosures and letter required by Independence Standards Board Standard No. 1 and discussed with them their independence. |
|
Audit Committee
|
|
|
|
C. Shelton James, Chairman
|
|
Charles Blackmon
|
|
Larry L. Enterline
|
|
Dilip Singh
|
|
Number
of Shares
Beneficially
Owned (1)
|
|
Options
Exercisable
Within
60 Days (2)
|
Percentage
of Shares
Outstanding (3)
|
||||||||||
Directors and NEOs
|
|
|
|
|
||||||||||
Emory O. Berry
|
79,184
|
|
39,000
|
1.3
|
||||||||||
Charles Blackmon
|
29,351
|
(4
|
)
|
4,000
|
*
|
|||||||||
Larry L. Enterline
|
29,351
|
4,000
|
*
|
|||||||||||
C. Shelton James
|
31,001
|
(5
|
)
|
4,000
|
*
|
|||||||||
Dan Mondor
|
144,657
|
(6
|
)
|
60,000
|
2.2
|
|||||||||
Steve G. Nussrallah
|
34,351
|
4,000
|
*
|
|||||||||||
Robert Pons
|
12,000
|
-
|
*
|
|||||||||||
Dilip Singh
|
22,000
|
(7
|
)
|
-
|
*
|
|||||||||
Directors and Executive Officers as a group
|
381,895
|
115,000
|
5.4
|
|||||||||||
|
||||||||||||||
Five Percent Stockholders
|
||||||||||||||
Dimensional Fund Advisors
|
586,843
|
(8
|
)
|
6.3
|
||||||||||
Wellington Trust Company
|
564,500
|
(9
|
)
|
6.1
|
||||||||||
Renaissance Technologies Holdings Corporation
|
516,019
|
(10
|
)
|
5.6
|
||||||||||
Blackrock, Inc.
|
515,721
|
(11
|
)
|
5.6
|
||||||||||
|
||||||||||||||
* Less than 1.0
|
(1) | Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. This table is based upon information supplied by the NEOs, directors and principal stockholders, and Schedule 13Gs filed with the SEC. |
(2) | Represents shares that can be acquired through stock option exercises on or before November 1, 2014. |
(3) | Based on an aggregate of 9,264,413 shares of common stock outstanding as of August 29, 2014. Assumes that all options exercisable on or prior to November 1, 2014, owned by this person are exercised. The total number of shares outstanding used in calculating this percentage also assumes that none of the options owned by other persons are exercised. |
(4) | Includes 4,000 shares that are held by Mr. Blackmon's spouse. |
(5) | Includes 200 shares that are held by Mr. James' spouse. |
(6) | Includes approximately 1,018 shares held in a unitized fund for the benefit of Mr. Mondor in Concurrent's 401(k) Retirement Savings Plan. |
(7) | Includes 10,000 shares that are jointly owned by Mr. Singh and his spouse. |
(8) | Represents shares of common stock beneficially owned by Dimensional Fund Advisors, Inc. ("DFA"). DFA has the power to vote over 578,687 shares and power to dispose over 586,843 shares. The address of DFA is 6300 Bee Cave Road, Austin, TX 78746-5149. This information is included in reliance upon a Schedule 13G filed by DFA with the SEC as of February 10, 2014. |
(9) | Represents shares of common stock beneficially owned by Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Micro Cap Equity Portfolio ("Wellington Trust"). The address of Wellington Trust is 280 Congress Street, Boston, MA 02210. This information is included in reliance upon a Schedule 13G filed by Wellington Trust with the SEC as of April 10, 2014. |
(10)
|
Represents shares of common stock beneficially owned by Renaissance Technologies, LLC ("Renaissance"). The address of Renaissance is 800 Third Avenue, New York, NY 10022. This information is included in reliance upon a Schedule 13G filed by Renaissance with the SEC as of February 13, 2014.
|
(11)
|
Represents shares of common stock beneficially owned by Blackrock, Inc. ("Blackrock"). The address of Blackrock is 40 East 52
nd
Street, New York, NY 10022. This information is included in reliance upon a Schedule 13G filed by Blackrock with the SEC on January 28, 2014.
|
Concurrent Computer Corporation
|
|
4375 River Green Parkway
|
|
Suite 100
|
|
Duluth, Georgia 30096
|
|
Attn: Corporate Secretary
|
· | provide written notice that is received by the corporate secretary of Concurrent between June 24, 2015 and July 24, 2015; provided, however, that if the 2015 Annual Meeting of Stockholders is not scheduled to be held between September 22, 2015 and November 21, 2015, to be timely the stockholder's notice must be so received not later than the close of business on the later of (1) the tenth day following the day of the public disclosure of the date of the 2015 Annual Meeting of Stockholders or (2) 90 days prior to the date of the 2015 Annual Meeting of Stockholders; and |
· | supply the additional information listed in Article V of Concurrent's Bylaws and update such information as required by the Bylaws. |
|
By Order of the Board,
|
|
|
|
|
|
Davina Furnish
|
|
General Counsel & Secretary
|
a. | " Affiliate " means a corporation or other entity controlled (as determined by the Committee) directly, or indirectly through one or more intermediaries, by the Company and designated by the Committee as such. |
b. | " Award " means an award granted to a Participant in the form of a Stock Appreciation Right, Stock Option, or Restricted Stock, or any combination of the foregoing. |
c. | " Board " means the Board of Directors of the Company. |
d. | " Cause " shall have the meaning set forth in Section 9. |
e. | " Change of Control " shall have the meaning set forth in Section 12. |
f. | " Code " means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. |
g. | " Committee " means the Committee referred to in Section 5. |
h. | " Company " means Concurrent Computer Corporation, a Delaware corporation. |
i. | " Disability " means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan (provided, in the case of Incentive Stock Option "Disability" is determined consistent with permanent and total disability as defined in Section 22(e)(3) of the Code). |
j. | " Exchange Act " means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. |
k. | " Fair Market Value " means the closing sale price as of any given date of a share of Stock if the Stock is listed on a national securities exchange or quoted on the NASDAQ system or, if no such closing price is available on such date, such closing price as reported for the immediately preceding business day. If the Stock is not listed on a national securities exchange or quoted on the NASDAQ system, the Fair Market Value of the Stock shall be determined by the Committee in good faith. |
l. | " Incentive Stock Option " means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code. |
m. | " Non-Employee Director " means any director of the Company who is not an employee of the Company or any of its Affiliates. |
n. | " Non-Qualified Stock Option " means any Stock Option that is not an Incentive Stock Option. |
o. | " Normal Retirement " means retirement from active employment with the Company or an Affiliate at or after age 65 or at such other age as may be specified by the Committee in the Award agreement. |
q. | " Plan " means the Concurrent Computer Corporation 2011 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time. |
r. | " Prior Plan " means the Concurrent Computer Corporation Third Amended and Restated 2001 Stock Option Plan. |
s. | " Restriction Period " means the period of time, which may be a single period or multiple periods, during which Restricted Stock awarded to a Participant remains subject to the Restrictions imposed on such Stock, as determined by the Committee. |
t. | " Restrictions " means the restrictions and conditions imposed on Restricted Stock awarded to a Participant, as determined by the Committee, that must be satisfied in order for the Restricted Stock to vest, in whole or in part, in the Participant. |
u. | " Restricted Stock " means an award of Stock subject to Restrictions whereby the Participant's rights to full enjoyment of the Stock are conditioned upon the future performance of substantial services or are otherwise subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code. |
v. | " Restricted Stock Agreement " means a written agreement between a Participant and the Company evidencing an Award of Restricted Stock. |
w. | " Restricted Stock Award Date " means the date on which the Committee awarded Restricted Stock to the Participant. |
x. | " Retirement " means Normal Retirement or early retirement if the Company's Profit Sharing and Savings Plan provides for same. |
y. | " Rule 16b-3 " means the exemption under Rule 16b-3 to Section 16(b) of the Exchange Act, as amended from time to time. |
z. | " Stock " means common stock, $.01 per share par value, of the Company. |
aa. | " Stock Appreciation Right " means a right granted under Section 10 to receive the appreciation in a share of Stock. |
bb. | " Stock Option " or " Option " means an option granted under Section 9. |
SECTION 3 . |
Effective Date
. The effective date of the Plan shall b
e November 1
, 2011. From and after the Effective Date, no further Awards shall be made under the Prior Plan; however, Awards made under the Prior Plan before the Effective Date shall continue in effect in accordance with their terms.
|
SECTION 4. | Stock Subject to Plan. |
SECTION 5. | Administration . |
(a) | to select the officers, employees and consultants to whom Awards may from to time be granted; |
(b) | to determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights and Restricted Stock, or any combination thereof, are to be granted hereunder; |
(c) | to determine the number of shares of Stock to be covered by each Award granted hereunder; |
(e) | to determine under what circumstances an Award may be settled in cash or Stock; |
SECTION 6.
|
Eligibility and Annual Grant Caps
.
|
SECTION 7.
|
Intentionally Left Blank
|
SECTION 9.
|
Stock Options
.
|
SECTION 10. | Stock Appreciation Rights . |
SECTION 11
.
|
Terms of Restricted Stock Awards
.
|
(a) | the terms and conditions of the Restricted Stock Agreement between the Company and the Participant evidencing the Award; |
(b) | the Restriction Period for all or a portion of the Award, which Restriction Period may differ with respect to each Participant but shall be at least three (3) years, unless the Restriction(s) applicable to the Award are based on the attainment of specific corporate, divisional or individual performance standards or goals, in which case no more than 5% of the shares authorized will be granted with performance restrictions that can all lapse within one (1) year; |
(c) | the Restriction(s) applicable to the Award, including, but not limited to, continuous employment with the Company or an Affiliate for a specified term or the attainment of specific corporate, divisional or individual performance standards or goals, which Restriction(s) may differ with respect to each Participant; |
(d) | whether the Participant shall receive the dividends and other distributions paid with respect to the Award as declared and paid to the holder of the Stock during the Restriction Period or whether such dividends or other distributions shall be withheld by the Company for the account of the Participant until the Restriction Period has expired or the Restriction(s) have been satisfied, and whether interest shall be paid on such dividends and other distributions withheld, and if so, the rate of interest to be paid; and |
(e) | the percentage of the Award that shall vest in the Participant in the event of death, Disability or Retirement prior to the expiration of the Restriction Period or the satisfaction of the Restriction(s) applicable to the Award. |
SECTION 12 . | Change of Control . |
(a) | any and all outstanding Options and Stock Appreciation Rights shall become immediately exercisable, and the Committee, in its discretion, shall have the right (but not the obligation) to cash out prior to the transaction each Option and Stock Appreciation Right by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of a share of Stock over the Option price per share of Stock times the number of shares of Stock subject to the Option on the effective date of the cash out (in which event each Option and Stock Appreciation Right shall thereupon expire); and |
(b) | the Restriction Period and Restriction(s) imposed on the Restricted Stock shall lapse, and the Restricted Stock shall vest in the Participant, and any dividends and distributions paid with respect to the Restricted Stock that were escrowed during the Restriction Period shall be paid to the Participant. |
(a)
|
the acquisition, directly or indirectly, by any "person" or "group" (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder, including, without limitation, Rule 13d-5(b)) of "beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors ("voting securities") of the Company that represent 50% or more of the combined voting power of the Company's then outstanding voting securities, other than:
|
(b)
|
a change in the composition of the Board that causes less than a majority of the directors of the Company to be directors that meet one or more of the following descriptions:
|
(c)
|
the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets or (z) the acquisition of assets or stock of another entity, in each case, other than in a transaction
|
(i) | that results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least 50% of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and |
(ii) | after which more than 50% of the members of the board of directors of the Successor Entity were members of the Board at the time of the Board's approval of the agreement providing for the transaction or other action of the Board approving the transaction (or whose election or nomination was approved by a vote of at least two-thirds of the members who were members of the Board at that time), and |
(iii) | after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity, unless the Board determines in its discretion that beneficial ownership by a person or group of voting securities representing 50% or more of the combined voting power of the Successor Entity shall not be deemed a Change of Control; or |
(d) | a liquidation or dissolution of the Company. |
SECTION 13 . | Amendments and Termination . |
SECTION 14. | General Provisions . |