UNITED STATES
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 of Report (Date of earliest event reported): June 15, 2012
VERINT SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-34807
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11-3200514
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330 South Service Road, Melville, New York
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11747
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Registrant's telephone number, including area code: (631) 962-9600
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
The information in "Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" below is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information in "Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" below with respect to the 2004 Plan (as defined therein) is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Material Compensatory Plan, Contract or Arrangement.
On June 15, 2012, Verint Systems Inc. (the "Company" or "Verint") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting").
On May 11, 2012, the board of directors of Verint adopted Amendment No. 1 (the "Amendment") to the Verint Systems Inc. 2010 Long-Term Stock Incentive Plan (the "Plan"), subject to stockholder approval. At the Annual Meeting, Verint's stockholders approved the Amendment. The Amendment:
The 2004 Plan was terminated concurrently with the stockholder approval of the Amendment. The foregoing description of the Amendment is qualified in its entirety by reference to the terms of the Amendment, a copy of which has been filed as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter, as applicable. A more complete description of each matter is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 14, 2012.
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Name |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Dan Bodner |
41,270,741 |
455,030 |
1,911,058 |
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Susan Bowick |
40,919,778 |
805,993 |
1,911,058 |
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Victor DeMarines |
38,963,174 |
2,762,597 |
1,911,058 |
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Larry Myers |
41,410,009 |
315,762 |
1,911,058 |
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Augustus K. Oliver |
41,018,953 |
706,818 |
1,911,058 |
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Howard Safir |
38,962,814 |
2,762,957 |
1,911,058 |
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Theodore H. Shell |
41,089,100 |
636,671 |
1,911,058 |
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Shefali Shah |
37,198,782 |
4,526,989 |
1,911,058 |
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Mark C. Terrell |
40,987,381 |
738,390 |
1,911,058 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits .
Exhibit
Description
10.1
Amendment No. 1 to Verint Systems Inc. 2010 Long-Term Stock Incentive Plan
Number
SIGNATURES
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.
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Verint Systems Inc. |
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Date: June 19, 2012 |
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By: |
/s/ Peter Fante |
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Name: |
Peter Fante |
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Title: |
Chief Legal Officer |
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EXHIBIT INDEX
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Exhibit Number Description 10.1 Amendment No. 1 to Verint Systems Inc. 2010 Long-Term Stock Incentive Plan |
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EXHIBIT 10.1
AMENDMENT NO. 1
TO THE
VERINT SYSTEMS INC.
2010 LONG-TERM STOCK INCENTIVE PLAN
THIS AMENDMENT NO. 1 TO THE VERINT SYSTEMS INC. 2010 LONG-TERM STOCK INCENTIVE PLAN (this "Amendment") is made by Verint Systems Inc., a Delaware corporation (the "Company").
WHEREAS , the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company to amend the Verint Systems Inc. 2010 Long-Term Stock Incentive Plan (the "Plan") to increase the number of shares authorized for award under the Plan and to extend the expiration date of the Plan;
WHEREAS , the Board approved this Amendment on May 11, 2012 for submission to the stockholders of the Company for approval at the Company's 2012 annual meeting of stockholders to be held on or about June 15, 2012;
NOW, THEREFORE , the Pla n is hereby amended as follows:
1. The first sentence of Section 4(a)(i) of the Plan is replaced in its entirety with the following:
Subject to adjustment as provided in Section 4(b), the aggregate number of Shares with respect to which Awards may be granted from time to time under the Plan on or after the date on which Amendment No. 1 to the Plan is approved by the stockholders of the Company (the "Amendment Approval Date") shall in the aggregate not exceed, at any time, the sum of (i) 4,500,000, plus (ii) the number of Shares that remain available for Awards under the Plan as of the Amendment Approval Date (immediately prior to such approval), plus (iii) the number of shares that remain available for issuance or transfer under the Verint Systems Inc. 2004 Stock Incentive Compensation Plan, as amended and restated (the "2004 Plan"), as of the Amendment Approval Date (the "2004 Plan Remaining Shares"), plus (iv) any Shares that again become available for Awards under the Plan in accordance with Section 4(a)(ii) hereof, plus (v) any shares granted under the 2004 Plan that again become available for awards under the 2004 Plan prior to July 27, 2014 in accordance with Section 5 thereof; provided , that, for the avoidance of doubt, (i) all shares granted prior to the Amendment Approval Date, under the Plan or the 2004 Plan, will be settled under the applicable plan and such settlement will not reduce the aggregate number of Shares with respect to which Awards may be granted under the Plan and (ii) the 2004 Remaining Shares will be available for issuance under the Plan until such time as contemplated by Section 16(b) of the Plan; and provided further , that the aggregate number of Shares with respect to which Incentive Stock Options may be granted under the Plan shall be 3,500,000.
2. Section 16(b) of the Plan is replaced in its entirety with the following:
Expiration Date . No grant will be made under this Plan more than ten years after the Amendment Approval Date, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.
This Amendment is subject to, and shall become effective only upon, approval by the Company's stockholders.
Except as specifically amended by this Amendment, the Plan shall remain in full force and effect in accordance with its terms.