false0001286225 0001286225 2020-06-09 2020-06-09


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 3, 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.

Approval of 2020 Equity Incentive Plan

RealPage, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 3, 2020 (the “2020 Annual Meeting”). At the 2020 Annual Meeting, among other actions, the Company’s stockholders approved the RealPage, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) as described in the Company’s definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2020 (the “Proxy Statement”). The 2020 Equity Incentive Plan previously had been recommended for approval by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and approved, subject to stockholder approval, by the Board of Directors of the Company (the “Board of Directors”). The share reserve under the 2020 Equity Incentive Plan is (i) 6,000,000 shares of the Company’s common stock, plus (ii) any shares that, as of June 3, 2020, had been reserved but not issued pursuant to any awards granted under the Company’s 2010 Equity Incentive Plan and were not subject to any awards thereunder, and (iii) any shares subject to stock options, restricted stock awards or other awards granted under the Company's 2010 Equity Incentive Plan and the Company’s 1998 Stock Incentive Plan that, on or after June 3, 2020, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest or are surrendered to satisfy tax withholding obligations, with the maximum number of shares to be added to the 2020 Equity Incentive Plan pursuant to clauses (ii) and (iii) above equal to 6,957,412 shares.

A summary of the 2020 Equity Incentive Plan is set forth in the Proxy Statement. That summary and the foregoing description of the 2020 Equity Incentive Plan are qualified in their entirety by reference to the text of the 2020 Equity Incentive Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

2020 Outside Director Compensation Policy

On February 20, 2020, the Compensation Committee approved the RealPage, Inc. Outside Director Compensation Policy (the “Director Compensation Policy”) to become effective only upon approval of the 2020 Equity Incentive Plan by the RealPage stockholders. The Director Compensation Policy provides for cash and equity compensation to be paid to the non-employee members of the Board of Directors. Effective June 3, 2020, the RealPage stockholders approved the 2020 Equity Incentive Plan and the Director Compensation Policy became effective. The amounts specified in the Director Compensation Policy for cash and equity compensation to be paid to our non-employee members of the Board of Directors have not changed from the compensation amounts paid to the non-employee directors in 2019. Prior to the effective date of the Director Compensation Policy, equity awards to non-employee directors were made pursuant to Section 12 of the Company’s 2010 Equity Incentive Plan.

The foregoing description is qualified in its entirety by reference to the Director Compensation Policy, filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
    
At the 2020 Annual Meeting, a total of 87,509,328 shares were represented in person or by proxy and the Company’s stockholders took the following actions:

Proposal One: Election of Directors

Stockholders elected each of the three nominees for Class I director to serve for a term of three years to expire at the 2023 Annual Meeting of Stockholders based on the following votes:

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Alfred R. Berkeley, III
84,699,216
1,312,671
1,497,441
Peter Gyenes
80,434,442
5,577,445
1,497,441
Charles F. Kane
82,670,053
3,341,834
1,497,441





Proposal Two: Ratification of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 based on the following vote:

Votes For
Votes Against
Abstain
Broker Non-Votes
86,880,296
478,549
150,483
0

Proposal Three: Advisory Approval of Executive Compensation

Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s Proxy Statement by the following vote:

Votes For
Votes Against
Abstain
Broker Non-Votes
80,712,522
5,177,487
121,878
1,497,441

Proposal Four: Approval of the RealPage, Inc. 2020 Equity Incentive Plan

Stockholders approved the 2020 Equity Incentive Plan based on the following vote:

Votes For
Votes Against
Abstain
Broker Non-Votes
62,518,375
23,482,713
10,799
1,497,441

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.
    
Exhibit No.
Description
RealPage, Inc. 2020 Equity Incentive Plan, incorporated by reference to Appendix A of the Registrant’s Proxy Statement filed on April 29, 2020.
RealPage, Inc. Outside Director Compensation Policy





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/ David G. Monk
 
 
 
David G. Monk
 
 
 
Chief Executive Officer, Chief Legal Officer and Secretary
 
 
 
 
Date: June 9, 2020
 
 
 
 
 
 
 







Exhibit 10.2

REALPAGE, INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
Effective as of June 3, 2020

RealPage, Inc. (the “Company”) believes that providing cash and equity compensation to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity awards to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the respective meanings given such terms in the Company’s 2020 Equity Incentive Plan (the “Plan”). Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result of the equity and cash payments such Outside Director receives under this Policy.

This Policy will be effective as of June 3, 2020 (such date, the “Effective Date”).

1.
Cash Compensation

Annual Cash Retainer

Each Outside Director will be paid an annual cash retainer of $12,500 per quarter. There are no per‑meeting attendance fees for attending Board meetings. This cash compensation will be paid quarterly in equal installments in advance.

Committee Annual Cash Retainer

As of the Effective Date, the Outside Director who serves as the Lead Independent Director or the chair or a member of a committee of the Board will be eligible to earn additional annual fees (paid quarterly in equal installments in advance) as follows:

Lead Independent Director:            $5,000 per quarter
Chair of Audit Committee:                $6,250 per quarter
Member of Audit Committee:            $3,000 per quarter
Chair of Compensation Committee:            $5,000 per quarter
Member of Compensation Committee:        $2,250 per quarter
Other Board committee chair:            $3,000 per quarter
Other Board committee member:            $1,500 per quarter

For clarity, each Outside Director who serves as the chair of a committee will not receive both the additional annual fee as the chair of the committee and the additional annual fee as a member of the committee.

2.
Equity Compensation

Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

(a)
No Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy or to determine the number of Shares to be covered by such Awards.

(b)
Annual Award. On each April 1, each Outside Director will be automatically granted an Award of Restricted Stock under the Plan having a grant date value of $220,000 (the “Annual Award”). The number of Shares of




Restricted Stock subject to such Annual Award shall be determined by dividing (A) $220,000 by (B) the average of the Fair Market Value of a Share on each of the 30 trading days immediately preceding (and excluding) the grant date, with the number of Shares rounded up to the nearest whole Share. The Annual Award will vest as to 25% of the shares subject to the Annual Award each quarter commencing on the first day of the calendar quarter immediately following the grant date, in each case subject to the Outside Director continuing to serve as a Director through each vesting date.

(c)
Initial Award. If the initial election or appointment of an Outside Director occurs on any date other than April 1, such Outside Director will also be automatically granted a prorated portion of the Annual Award on the date of such election or appointment. The prorated number of Shares of Restricted Stock shall be determined based on the number of complete months remaining between the date of election or appointment and the next April 1.

(d)
Other Terms of Awards. Each Award granted under this Policy will be evidenced by an Award agreement in such form as the Board or the Compensation Committee of the Board determines.
 
3.
Additional Provisions

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.

4.
Adjustments

In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number of Shares issuable pursuant to Awards granted under this Policy.

5.
Section 409A

In no event will cash payments under this Policy be paid after the later of (i) the 15th day of the third month following the end of the Company’s fiscal year in which the compensation is earned or expenses are incurred, as applicable, or (ii) the 15th day of the third month following the end of the calendar year in which the compensation is earned or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time (together, “Section 409A”). It is the intent of this Policy that this Policy and all payments hereunder be exempt from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be so exempt or comply. In no event will the Company or any of its Parent or Subsidiaries have any obligation or liability to reimburse, indemnify, or hold harmless an Outside Director for any taxes imposed, or other costs incurred, as a result of Section 409A.

6.
Revisions

The Board may amend, alter, suspend or terminate this Policy at any time and for any reason. Further, the Board may provide for cash, equity-based or other compensation to Outside Directors in addition to the compensation provided under this Policy. No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the Board’s or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under the Plan pursuant to this Policy prior to the date of such termination.