Current Report Filing (8-k)
September 18 2013 - 9:13AM
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: September 13, 2013
(Date of earliest event reported)
(Exact name of Registrant as specified in
its charter)
MARYLAND |
000-09993 |
52-1101488 |
(State of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 |
(Address of principal
executive offices) (Zip code)
Registrant’s telephone number, including
area code: 443-285-6000
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2013, MICROS Systems, Inc. (the “Company”)
and Peter Altabef, its President and Chief Executive Officer, entered into the First Amendment to the Employment Agreement between
the Company and Mr. Altabef (the “First Amendment”). The First Amendment revises provisions relating to the term of
the employment agreement. Specifically, the First Amendment provides that the employment agreement will be automatically renewed
on January 1 of each year for successive 36-month renewal terms thereafter, unless either party provides prior written notice that
it elects not to renew the Agreement for an additional 36 month renewal term. The foregoing summary of the First Amendment is qualified
in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On September 13, 2013, the Board of Directors of the Company
approved amendments to the Company’s By-Laws, adding a new Article II, Section 7 (the “Advance Notice Provision”)
and amending Article III, Section 1(b) (the “Majority Vote Provision”).
The Advance Notice Provision requires that any stockholder who
wishes to propose any business to be considered at the Company’s annual meeting of stockholders, or who wishes to nominate
a person for election to the Board of Directors at the annual meeting, must either comply with Securities and Exchange Commission
regulations relating to a proposal for inclusion in the proxy statement or provide a written notice to the Secretary of the Company
that sets forth specified information, including information relating to the proposed business or nominee. The notice must be delivered
to the Secretary of the Company at the Company’s principal executive officers not less than 120 days nor more than 150 days
prior to the anniversary of the date the Company commenced mailing of its proxy materials in connection with the most recent annual
meeting of stockholders, unless the date of the annual meeting is more than 30 days prior to or later than the anniversary date
of the most recent annual meeting of stockholders, in which case the stockholder’s notice must be received not later than
the earlier of (a) the 10th day after public disclosure of the meeting date, or (b) the 60th day prior to the date the Company
commences mailing of its proxy materials in connection with the annual meeting of stockholders. If the Company holds a special
meeting for the purpose of electing directors, any stockholder who wishes to nominate a person for election to the Board of Directors
at that meeting must provide the written notice to the Secretary of the Company that sets forth specified information, including
information relating to the proposed nominee, not later than the close of business on the 10th day after public disclosure of the
meeting date.
The Majority Vote Provision changes the Company’s vote
standard for the election of directors in uncontested elections from a plurality to a majority of the votes cast. A majority of
the votes cast means that the number of shares voted for a director must exceed the number of shares voted against the director.
The date for determining if an election is contested or uncontested is a date that is 14 days before the Company files its proxy
statement, so that if an election is contested as of a date that is 14 days before the Company files its proxy statement, directors
will be elected under the plurality vote standard.
In conjunction with the By-Law amendment, the Company adopted
a policy, referenced in and attached to its corporate governance guidelines, to require that prior to any meeting of stockholders
for the election of directors, an incumbent director must submit an irrevocable letter of resignation that becomes effective if
the director fails to receive a majority of the votes cast in an uncontested election at an annual meeting of stockholders at which
he or she is nominated for election, and the Board of Directors accepts the resignation. The policy provides that the Board will
decide whether to accept such a resignation and publicly disclose its decision and the rationale behind it within 90 days from
the date of the certification of the election results.
The foregoing summary of the By-Law amendments
is qualified in its entirety by reference to the full text of the By-Law amendments, as reflected in the amended By-Laws (which
are redlined to show the amendments) filed as Exhibit 99.2 to this report; such redlined portions of the By-Laws are incorporated
herein by reference.
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.
Date: September 13, 2013
|
MICROS Systems, Inc. |
|
(Registrant) |
|
|
|
|
By: |
/s/ Cynthia A. Russo |
|
|
Cynthia A. Russo |
|
Executive Vice-President, Chief Financial Officer |
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