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 4, 2019
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 ( see General Instruction A.2. below):
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Common stock, $.001 par value per share | CTXS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2019 Annual Meeting of Stockholders of Citrix Systems, Inc. (the “Company”) held on June 4, 2019 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Restated Plan”).
The Restated Plan was amended to:
| • |
decrease the total number of shares authorized for issuance under the Restated Plan by 2,600,000 shares, from 46,000,000 to 43,400,000 shares; and |
| • |
remove the fungible share formula so that, going forward, each share underlying awards granted under the Restated Plan will reduce the share reserve by one share and all shares underlying forfeited, cancelled or terminated awards that are granted on or after the effective date of the amendment to the Restated Plan will be returned to the share reserve in the same manner. |
A detailed summary of the amendment to the Restated Plan is set forth in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2019 (the “Proxy Statement”) under the caption “Proposal 2 Amendment to Amended and Restated 2014 Equity Incentive Plan,” which summary is incorporated herein by reference. That detailed summary of the amendment to the Restated Plan and the foregoing description of the amendment to the Restated Plan are qualified in their entirety by reference to the full text of the Second Amendment to the Restated Plan, which is filed hereto as Exhibit 10.1 and incorporated by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of the Company’s stockholders held on June 4, 2019, the Company’s stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Proxy Statement.
Proposal 1
To elect Robert M. Calderoni, Nanci E. Caldwell, Jesse A. Cohn, Robert D. Daleo, Murray J. Demo, Ajei S. Gopal, David J. Henshall, Thomas E. Hogan, Moira A. Kilcoyne and Peter J. Sacripanti as directors to each serve for a one-year term expiring at the Company’s annual meeting of stockholders in 2020 and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal:
|
Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
|
Robert M. Calderoni |
96,343,995 | 2,150,271 | 2,338,708 | 8,634,569 | ||||||||||
|
Nanci E. Caldwell |
94,258,928 | 6,542,019 | 32,027 | 8,634,569 | ||||||||||
|
Jesse A. Cohn |
100,198,870 | 585,781 | 48,323 | 8,634,569 | ||||||||||
|
Robert D. Daleo |
99,946,774 | 843,165 | 43,035 | 8,634,569 | ||||||||||
|
Murray J. Demo |
97,872,371 | 2,917,005 | 43,598 | 8,634,569 | ||||||||||
|
Ajei S. Gopal |
100,320,460 | 474,158 | 38,356 | 8,634,569 | ||||||||||
|
David J. Henshall |
100,729,480 | 61,248 | 42,246 | 8,634,569 | ||||||||||
|
Thomas E. Hogan |
100,276,982 | 512,927 | 43,065 | 8,634,569 | ||||||||||
|
Moira A. Kilcoyne |
99,981,624 | 815,079 | 36,271 | 8,634,569 | ||||||||||
|
Peter J. Sacripanti |
99,458,705 | 1,325,205 | 49,064 | 8,634,569 | ||||||||||
2
Proposal 2
To approve an amendment to the Restated Plan:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
91,082,023 |
9,697,480 | 53,471 | 8,634,569 |
Proposal 3
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
101,471,569 |
7,951,951 | 44,023 | 0 |
Proposal 4
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
|
89,705,745 |
11,064,044 | 63,185 | 8,634,569 |
| Item 9.01. |
Financial Statements and Exhibits. |
| (d) |
Exhibits. |
|
Exhibit No. |
Description |
|
|
10.1 |
Second Amendment to Amended and Restated 2014 Equity Incentive Plan | |
3
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 6, 2019 | By: | /s/ Antonio G. Gomes | ||||||
| Name: | Antonio G. Gomes | |||||||
| Title: | Executive Vice President and General Counsel | |||||||
4
Exhibit 10.1
SECOND AMENDMENT
TO
AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN
The Amended and Restated 2014 Equity Incentive Plan, (as amended to date, the “ Plan ”) is hereby amended by the Board of Directors of Citrix Systems, Inc. (the “ Company ”), subject to approval of the Company’s shareholders, as follows:
| 1. |
To decrease the aggregate number of shares authorized for issuance under the Plan by 2,600,000 shares of common stock, par value $0.001 per share, of the Company, by deleting the first sentence of Section 3(a) of the Plan in its entirety and replacing it as follows: |
“The maximum number of shares of Stock reserved and available for issuance under the Plan shall be the sum of (i) 43,400,000 shares, plus (ii) the shares of Stock underlying any awards granted under the 2005 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) after the date of the Company’s 2014 annual stockholder meeting, subject to adjustment as provided in this Section 3.”
| 2. |
To remove the fungible share counting method under the Plan by deleting Section 3(b) in its entirety and replacing it as follows: |
“(b) Effect of Awards . With respect to Awards granted prior to June 4, 2019, (i) the grant of any full value Award (i.e., an Award other than an Option or a Stock Appreciation Right) shall be deemed, for purposes of determining the number of shares of Stock available for issuance under Section 3(a), as an Award of 2.75 shares of Stock for each such share of Stock actually subject to the Award, and (ii) the grant of an Option or a Stock Appreciation Right shall be deemed, for purposes of determining the number of shares of Stock available for issuance under Section 3(a), as an Award for one share of Stock for each such share of Stock actually subject to the Award. With respect to Awards granted on or after June 4, 2019, the grant of any Award shall be deemed, for purposes of determining the number of shares of Stock available for issuance under Section 3(a), as an Award for one share of Stock for each such share of Stock actually subject to the Award. Any forfeitures, cancellations or other terminations (other than by exercise) of any full value Award (i.e., an Award other than an Option or a Stock Appreciation Right) that was granted prior to June 4, 2019 shall be returned to the reserved pool of shares of Stock under the Plan as 2.75 shares of Stock for each such share of Stock actually subject to the Award that is returned to the reserved pool, and any forfeitures, cancellations or other terminations (other than by exercise) of any other type of Award (including any full value Awards granted on or after June 4, 2019) shall be returned to the reserved pool of shares of Stock under the Plan as one share of Stock for each such share of Stock actually subject to the Award that is returned to the reserve pool.”
All other terms and conditions of the Plan shall be unchanged and remain in full force and effect.
| APPROVED BY BOARD OF DIRECTORS: | March 11, 2019 | |
| APPROVED BY SHAREHOLDERS: | June 4, 2019 | |