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): May 26, 2011
CITRIX SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 0-27084 | 75-2275152 | ||
|
(State or other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
Telephone: (954) 267-3000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5-Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2011 annual meeting of stockholders of Citrix Systems, Inc. (the “Company”), which was held on May 26, 2011 (the “2011 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2005 Equity Incentive Plan (as amended and then in effect, the “Plan”) to increase the aggregate number of shares authorized for issuance under the Plan by 5,500,000 shares of common stock, par value $.001 per share, of the Company and to increase the aggregate number of shares of the Company’s common stock issuable pursuant to restricted stock, restricted stock units, performance units or stock grants by 1,000,000 shares of the Company’s common stock (the “Plan Amendment”). The Plan Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Also at the 2011 Annual Meeting, the Company’s stockholders approved the material terms of the performance criteria under the Plan (the “Performance Criteria”) as described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2011 (the “Proxy Statement”). In light of and solely to incorporate the approval of the material terms of the Performance Criteria, Section 2.19 of the Plan was amended as set forth in Exhibit 10.2 hereto (the “Performance Criteria Amendment”), which exhibit is incorporated herein by reference. The Company’s executive officers and directors are eligible to receive awards under the Plan, as amended, including stock options and restricted stock units, in accordance with the terms and conditions of the Plan, as amended. A detailed summary of the Plan, the Plan Amendment and the Performance Criteria is set forth in the Proxy Statement under the captions “Proposal 2: Approval of an Amendment to our Amended and Restated 2005 Equity Incentive Plan” and “Proposal 3: Approval of Performance Criteria under the Amended and Restated 2005 Equity Incentive Plan.” Such description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and which is incorporated herein by reference, the Plan Amendment and the Performance Criteria Amendment.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2011 Annual Meeting, the stockholders of the Company voted on the following matters, which are described in detail in the Company’s Proxy Statement: (i) to elect Asiff S. Hirji and Murray J. Demo as Class I directors to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2014 or until his successor has been duly elected and qualified or until his earlier resignation or removal (“Proposal 1”); (ii) to approve the Plan Amendment (“Proposal 2”); (iii) to approve the material terms of the Performance Criteria (“Proposal 3”); (iv) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011 (“Proposal 4”); (v) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Proposal 5”) and (vi) to recommend, on an advisory basis, the frequency of holding future advisory votes on the compensation of the Company’s named executive officers (“Proposal 6”).
The Company’s stockholders approved the nominees recommended for election in Proposal 1. Stockholders voted for directors as follows: 151,776,027 shares voted for the election of Asiff S. Hirji and 151,598,014 shares voted for the election of Murray J. Demo, 2,995,205 shares voted against the election of Asiff S. Hirji and 3,174,835 shares voted against the election of Murray J. Demo, 33,306 shares abstained from voting in the election of Asiff S. Hirji and 31,689 shares abstained from voting in the election of Murray J. Demo. There were 10,547,142 broker non-votes for the election of each of Asiff S. Hirji and Murray J. Demo.
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: 128,834,492 shares voted for, 25,724,620 shares voted against and 245,426 shares abstained from voting. There were 10,547,142 broker non-votes with respect to Proposal 2.
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: 145,045,055 shares voted for, 9,613,795 shares voted against and 145,688 shares abstained from voting. There were 10,547,142 broker non-votes with respect to Proposal 3.
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: 159,146,060 shares voted for, 6,080,504 shares voted against and 125,116 shares abstained from voting.
The Company’s stockholders approved, on an advisory basis, Proposal 5. The votes cast at the Annual Meeting were as follows: 151,023,779 shares voted for, 3,628,277 shares voted against and 152,482 shares abstained from voting. There were 10,547,142 broker non-votes with respect to Proposal 5.
For Proposal 6, the Company’s stockholders approved, on an advisory basis, an annual vote on the compensation of the Company’s named executive officers. The votes cast at the Annual Meeting were as follows: 141,411,988 shares voted for a frequency of every year, 229,409 shares voted for a frequency of every two years, 13,094,589 shares voted for a frequency of every three years and 68,552 shares abstained from voting. There were 10,547,142 broker non-votes with respect to Proposal 6. Consistent with a majority of the votes cast with respect to Proposal 6 and with the recommendation of the Company’s Board of Directors, the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated
Section 9-Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 10.1 | Second Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan | |
| 10.2 | Third Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan | |
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.
| Citrix Systems, Inc. | ||||||||
| Dated: June 2, 2011 | By: |
/s/ David J. Henshall |
||||||
| Name: | David J. Henshall | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
Exhibit Index
|
Exhibit No. |
Description |
|
| 10.1 | Second Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan | |
| 10.2 | Third Amendment to the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan | |
Exhibit 10.1
SECOND AMENDMENT TO
CITRIX SYSTEMS, INC.
AMENDED AND RESTATED
2005 EQUITY INCENTIVE PLAN
WHEREAS, Citrix Systems, Inc. (the “Company”) desires to amend the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (as amended and in effect, the “Plan”) to (i) increase the aggregate number of shares authorized for issuance under the Plan by 5,500,000 shares of common stock, par value $.001 per share, of the Company (the “Common Stock”), and (ii) increase the aggregate number of shares of Common Stock issuable pursuant to restricted stock, restricted stock units, performance units or stock grants by 1,000,000 shares of Common Stock (the “Plan Amendment”); and
WHEREAS, on April 14, 2011, subject to stockholder approval, the Board of Directors of the Company approved the Plan Amendment.
NOW THEREFORE, in accordance with Section 15 of the Plan, the Plan is hereby amended as follows:
| 1. | Section 4 of the Plan is hereby amended by deleting the first paragraph thereof in its entirety and substituting the following in lieu thereof: |
“At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including pursuant to Incentive Options), nor the number of shares of Stock issued pursuant to Incentive Options, exceed 43,100,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. In addition to the foregoing, at no time shall the number of shares of Stock issued pursuant to Restricted Stock, Restricted Stock Units, Performance Units or Stock Grants exceed 6,000,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan.”
| 2. | The Plan Amendment shall be effective upon approval of the stockholders of the Company at the 2011 Annual Meeting of Stockholders. If the Plan Amendment is not so approved at such meeting, then the amendment to the Plan set forth herein shall be void ab initio . |
| 3. | Except herein above provided, the Plan is hereby ratified, confirmed and approved in all respects. |
Exhibit 10.2
THIRD AMENDMENT TO
CITRIX SYSTEMS, INC.
AMENDED AND RESTATED
2005 EQUITY INCENTIVE PLAN
WHEREAS, on April 14, 2011 the Board of Directors (the “Board”) of Citrix Systems, Inc. (the “Company”) ratified, confirmed and approved the performance criteria under the Citrix Systems, Inc. Amended and Restated 2005 Equity Incentive Plan (as amended and in effect, the “Plan”) as detailed in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2011 (the “Performance Criteria”) and recommended that the Company’s stockholders approve the material terms of the Performance Criteria at the Company’s annual meeting of stockholders to be held on May 26, 2011 (the “Annual Meeting”) for purposes of compensation deductibility under Internal Revenue Code Section 162(m); and
WHEREAS, the stockholders approved the material terms of the Performance Criteria at the Annual Meeting.
NOW THEREFORE, in accordance with Section 15 of the Plan, effective as of May 26, 2011, the Plan is hereby amended as follows:
| 1. | Section 2.19 of the Plan is hereby amended by deleting such section in its entirety and substituting the following in lieu thereof: |
“2.19. Performance Criteria means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant for a Performance Period. The term Performance Criteria shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in any combination, and measured either quarterly annually or cumulatively over a period of quarters or years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award: (a) operating margin, gross margin or profit margin, (b) earnings per share or pro forma earnings per share, (c) revenue or bookings, (d) expenses or operating expenses, (e) completion of number of years of service with Citrix, (f) net income, operating income, earnings before interest and taxes, and earnings before interest, taxes, depreciation and amortization, (g) stock price increase, (h) market share, (i) return on assets, capital, equity or sales (j) performance relative to peers, (k) divisional or operating segment financial and operating performance, (l) total return on shares of common stock relative to increase in appropriate stock index selected by the Committee, (m) customer satisfaction indicators, (n) cash flow, (o) pre-tax profit, (p) growth or growth rate with respect to any of the foregoing measures, (q) attainment of strategic and operational objectives, (r) other financial measures determined by the Committee, (s) other performance measures determined by the Committee, or (t) any combination of the foregoing. The Committee may appropriately adjust any evaluation of performance under a Performance Criterion to exclude any of the following events that occurs during a performance period: (i) asset write-downs or impairment, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, (v) any extraordinary non-recurring items, including those described in The Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, and (vi) any other extraordinary items adjusted from the Company’s U.S. GAAP results in the Committee’s discretion. The Committee will, but within the time prescribed by Section 162(m) of the Code in the case of Qualified Performance-Based Awards, objectively define the manner of calculating the Performance Criteria it selects to use for such Performance Period for such Participant.”
| 2. | Except herein above provided, the Plan is hereby ratified, confirmed and approved in all respects. |