Current Report Filing (8-k)
July 24 2019 - 4:06PM
Edgar (US Regulatory)
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): July 23, 2019
CITRIX SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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0-27084
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75-2275152
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(State or other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
Telephone: (954)
267-3000
(Registrants 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):
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which registered
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Common stock, $.001 par value per share
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CTXS
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The Nasdaq Stock Market LLC
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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 2.02 Results of Operations and Financial Condition.
The information under this Item 2.02, including the second quarter earnings letter attached hereto, is intended to be furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On
July 24, 2019, Citrix Systems, Inc. (the Company) announced its financial results for the quarter ended June 30, 2019 by issuing a second quarter earnings letter. A copy of the second quarter earnings letter is attached
hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2019, the Board of Directors of the
Company appointed Mark Schmitz to serve as Executive Vice President and Chief Operating Officer of the Company, effective immediately.
Mr. Schmitz,
age 44, has served as Senior Vice President, Business Operations of the Company since October 2016. Prior to joining the Company, Mr. Schmitz served in various positions at SAP, a software and IT services company, including as Chief
Operating Officer SAP SucessFactors from January 2015 to September 2016, as Chief Operating Officer, SAP Cloud from January 2014 to January 2015 and as Senior Vice President and Chief Operating Officer, SAP Ariba from October 2012 to December 2013.
There are no other arrangements or understandings between Mr. Schmitz and any other person pursuant to which Mr. Schmitz was appointed as
Executive Vice President and Chief Operating Officer of the Company. Mr. Schmitz is not a party to any transaction that would require disclosure under Item 404(a) of Regulation
S-K.
As Executive Vice President and Chief Operating Officer of the Company, Mr. Schmitz will be entitled to a base salary of $515,000 and target variable
cash incentive compensation equal to 75% of his base salary. Mr. Schmitz will be eligible to participate in the Companys annual executive equity award program, as well as all other compensation and benefit plans available to the
Companys executive officers.
As a member of the Companys executive leadership team, Mr. Schmitz will enter into an Executive Agreement
and Indemnification Agreement, each with the Company, in the forms previously approved for executive officers of the Company. A summary of the form of Executive Agreement is set forth in the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission (the SEC) on January 20, 2017 under the caption Senior Executive Agreements, which summary is incorporated herein by reference. The
form of Executive Agreement was included as Exhibit 10.2 to the Companys Current Report on Form
8-K
filed with the SEC on January 20, 2017. The form of Indemnification Agreement, which generally
provides, among other matters, for the Company to indemnify the executive officer to the fullest extent permitted by law and advance to the executive officer all related expenses (subject to reimbursement if it is subsequently determined that
indemnification is not permitted), was included as Exhibit 10.4 to the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2011 filed with the SEC on August 8, 2011.
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Item 8.01 Other Events.
On July 24, 2019, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.35 per share. This dividend is payable on
September 20, 2019 to all shareholders of record at the close of business on September 6, 2019. Future dividends will be subject to Board approval.
Item 9.01 Financial Statements and Exhibits.
*Furnished herewith
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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.
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CITRIX SYSTEMS, INC.
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Dated: July 24, 2019
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By:
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/s/ Antonio G. Gomes
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Name:
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Antonio G. Gomes
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Title:
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Executive Vice President and General Counsel
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