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): March 3, 2021
CITRIX SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | 0-27084 | 75-2275152 | ||
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(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 (seeGeneral Instruction A.2. below):
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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)) |
| ☐ |
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:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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| 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.
On March 3, 2021, Citrix Systems, Inc. (the “Company”) entered into an amendment to each of (1) that certain Employment Agreement, dated July 10, 2017, with David J. Henshall, President and Chief Executive Officer of the Company (the “Employment Agreement”), and (2) that certain Executive Agreement, dated January 19, 2017, with Antonio G. Gomes, Executive Vice President and Chief Legal Officer of the Company (the “Executive Agreement”), each effective as of March 1, 2021. The amendments were approved by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) in connection with the Compensation Committee’s annual review of the executive officers’ compensation to reflect changes in the target variable cash compensation for such executive officers since the dates of such agreements. Under the terms of the existing Employment Agreement, Mr. Henshall was entitled to a cash severance payment in certain circumstances calculated in part based on a variable cash compensation target equal to 125% of his annual base salary, which represented his target variable cash compensation at the time that the Employment Agreement was executed. Similarly, under the terms of the existing Executive Agreement, Mr. Gomes was entitled to a cash severance payment in certain circumstances calculated in part based on a variable cash compensation target equal to 75% of his annual base salary, which represented his target variable cash compensation at the time that the Executive Agreement was executed. Because Mr. Henshall’s and Mr. Gomes’ variable cash compensation targets are currently 150% and 90% of their annual base salaries, respectively, and the Compensation Committee may determine to change such targets in the future, the amendments to the Employment Agreement and the Executive Agreement provide for each executive officer’s target variable cash compensation for purposes of such agreements to equal the executive’s variable cash compensation target for the then current fiscal year.
The foregoing summary of the amendments to the Employment Agreement and the Executive Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amendments to the Employment Agreement and the Executive Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Employment Agreement, dated March 3, 2021, by and between Citrix Systems, Inc. and David J. Henshall | |
| 10.2 | First Amendment to Executive Agreement, dated March 3, 2021, by and between Citrix Systems, Inc. and Antonio G. Gomes | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: March 5, 2021 | By: |
/s/ Antonio G. Gomes |
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| Name: | Antonio G. Gomes | |||||||
| Title: | Executive Vice President and Chief Legal Officer | |||||||
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this “Amendment”) is executed as of March 3, 2021, by and between Citrix Systems, Inc., a Delaware corporation (the “Company”), and David J. Henshall (the “Executive”).
WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated as of July 10, 2017 (the “Employment Agreement”);
WHEREAS, the Company and the Executive desire to enter into this Amendment, effective March 1, 2021 (the “Effective Date”), in order to clarify Section 2(b) thereof regarding the Executive’s cash incentive compensation; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, which the parties agree constitute good and valuable consideration, the parties hereto agree as follows:
1. Section 2(b) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
(b) Incentive Compensation. During the Term, the Executive shall be eligible to receive variable cash incentive compensation as determined by performance goals established by the Board upon consultation with the Executive. The Executive’s maximum annual cash incentive compensation shall be 200 percent of his Base Salary. The Executive’s target variable cash compensation shall mean the Executive’s variable cash compensation target for the then current fiscal year, calculated as though the Company and the Executive achieved, as of the applicable measurement date, the Company’s financial targets and the Executive’s financial targets and individual goals, each at the 100 percent level (“Target Variable Cash Compensation”). For all years, eligibility for cash incentive compensation shall be contingent on the Executive’s employment through the end of the calendar year for which incentive compensation is determined. Incentive compensation for any calendar year will be payable in a lump sum in cash within 75 days after the end of such year.
2. The validity, interpretation, construction and performance of this Amendment and the Employment Agreement, as amended herein, shall be governed by the laws of the State of Florida, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.
3. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
| CITRIX SYSTEMS, INC. | ||
| By: |
/s/ Robert M. Calderoni |
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| Name: | Robert M. Calderoni | |
| Title: | Chairman of the Board of Directors | |
| EXECUTIVE | ||
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/s/ David J. Henshall |
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| David J. Henshall | ||
Exhibit 10.2
FIRST AMENDMENT TO EXECUTIVE AGREEMENT
This First Amendment to Executive Agreement (this “Amendment”) is executed as of March 3, 2021, by and between Citrix Systems, Inc., a Delaware corporation (the “Company”), and Antonio G. Gomes (the “Executive”).
WHEREAS, the Company and the Executive are parties to a certain Executive Agreement dated as of January 19, 2017 (the “Executive Agreement”);
WHEREAS, the Company and the Executive desire to enter into this Amendment, effective March 1, 2021 (the “Effective Date”), in order to, among other things, continue to provide for certain severance benefits both upon a termination in connection with a change in control of the Company and upon a termination in connection with certain events not involving a change in control of the Company and, in consideration for the annual equity award to be made by the Company to the Executive in 2021, to update such severance benefits to align such benefits with the Company’s compensation programs; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Executive Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, which the parties agree constitute good and valuable consideration, the parties hereto agree as follows:
1. The first sentence of Section 2(a) of the Executive Agreement is hereby deleted and replaced with the following:
“The Company shall pay the Executive a severance amount equal to the sum of (i) the Executive’s then current annual base salary (the “Current Base”) and (ii) the higher of (A) the Executive’s Target Variable Cash Compensation or (B) the amount of variable cash compensation (i.e., annual cash bonus) paid to the Executive for the fiscal year that ended immediately prior to the Date of Termination.”
2. All other provisions of the Executive Agreement shall remain in full force and effect according to their respective terms, and nothing contained herein shall be deemed a waiver of any right or abrogation of any obligation otherwise existing under the Executive Agreement except to the extent specifically provided for herein.
3. The validity, interpretation, construction and performance of this Amendment and the Executive Agreement, as amended herein, shall be governed by the laws of the State of Florida, without giving effect to the conflict of laws principles of such State. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Eleventh Circuit.
4. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.
| CITRIX SYSTEMS, INC. | ||
| By: |
/s/ David J. Henshall |
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| Name: | David J. Henshall | |
| Title: | President and Chief Executive Officer | |
| EXECUTIVE | ||
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/s/ Antonio G. Gomes |
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| Antonio G. Gomes | ||
[Signature Page to First Amendment to Executive Agreement]