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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 12, 2020
______________________
RealPage, Inc.
(Exact name of registrant as specified in its charter)
____________________________

Delaware
001-34846
75-2788861
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
                            2201 Lakeside Boulevard
 
75082-4305
Richardson
,
Texas
 
 
(Address of principal executive offices)
 
(Zip Code)
(972) 820-3000
(Registrant’s telephone number, including area code) 

(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))
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, $0.001 par value
RP
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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) Material Compensatory Plan, Contract or Arrangement
2020 Management Incentive Plan

On March 12, 2020, the Compensation Committee of the Board of Directors of RealPage, Inc. approved the 2020 Management Incentive Plan (“2020 MIP”). Our named executive officers participate in the 2020 MIP. The structure of the 2020 MIP and the performance metrics thereunder are similar to our prior management incentive plans, including the 2019 Management Incentive Plan previously disclosed in our SEC filings. The performance metrics for the 2020 MIP include corporate organic revenue and adjusted EBITDA targets, and individual performance ratings.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.     Description

Form of 2020 Management Incentive Plan







SIGNATURE

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.

 
 
 
REALPAGE, INC.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Stephen T. Winn
 
 
 
Stephen T. Winn
 
 
 
Chief Executive Officer, President and Chairman
 
 
 
 
Date: March 18, 2020
 
 
 
 
 
 
 





Exhibit 10.1

RealPage, Inc.
2020 Management Incentive Plan

Name: ________________________________________        Eligibility Date:     __________________________

Unless otherwise required under applicable law, the Terms and Conditions for the 2020 Management Incentive Plan “MIP or the Plan” are outlined below:

Your MIP has a potential Bonus of ____% of your Base Salary1 at 100% achievement of your assigned Objectives at Target:

 
Objective2
Weight
Min
Target2
Max
 
 
Corporate Organic Revenue3
 
 
 
 
 
Corporate Adjusted EBITDA Percentage3
 
N/A
 
N/A
 
Individual Performance4
 
 
 
 
Total         100%
_____________________________________________________________________________________________________

Plan Year: The 2020 Management Incentive Plan is in effect from January 1, 2020 to December 31, 2020.
To be eligible to earn Bonus award(s) under this plan, RealPage must achieve greater than the Minimum 2020 Corporate Organic Revenue and Adjusted EBITDA objectives and you must:

i.    be a regular, full-time employee on or before October 1, 2020;
ii.    be a regular, full-time employee on the date of each Bonus payment;
iii.    be a grade 13 or above;
iv.    not be on another incentive plan;
v.    achieve an individual performance rating of 3.0 or above for the plan year, regardless of ranking; and
vi.    sign and return this letter and attached Goal Alignment Plan to Human Resources.

(1)    Base Salary: Salary you have earned during the portion of the plan year you are eligible for the MIP.
(2)
Objectives: Each objective has a Target. Achieving Target pays out at 100% of the assigned objective. At or below the Minimum of the Corporate Organic Revenue objective has a 0% achievement and at or above the Maximum has a 200% achievement. Achievement of the Corporate Organic Revenue objective above Minimum and below Target or above Target and Below Maximum is calculated on a linear basis from achievement. The Corporate Adjusted EBITDA Percentage objective is a minimum qualifier that reduces payout on a linear scale if the Target is not achieved. The Company will establish a minimum, target and maximum bonus pool for the year.
(3)
Corporate Organic Revenue and Adjusted EBITDA targets are not listed until year end results are released to the public market. All of these targets (including minimums and maximums) and awards may be adjusted by the compensation committee based on (i) risk assessment inherent in the target and (ii) special circumstances that were not anticipated when the targets were established.
(4)
Individual Performance is based on: Achievement of strategic goals and initiatives identified in your assigned Goal Alignment Plan(s) “GAP,” individual performance rating and/or rankings, and other contributions you make during the plan year.