Current Report Filing (8-k)
June 11 2018 - 08:37AM
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): June 6, 2018
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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☐
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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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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.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 6, 2018, the Board of Directors (the Board) of Citrix Systems, Inc. (the Company) elected Moira Kilcoyne
as a director of the Company, effective as of the end of the day. Ms. Kilcoyne was also appointed as a member of the Audit Committee of the Board. Following Ms. Kilcoynes appointment, the Audit Committee consists of the
following members: Robert D. Daleo (Chair), Murray J. Demo and Ms. Kilcoyne.
As a result of her appointment to the Board,
Ms. Kilcoyne will be entitled to participate in the Companys
non-employee
director compensation program (the Program). Pursuant to the Program, Ms. Kilcoyne will be entitled to
receive annual cash compensation of $60,000 for her service on the Board, as well as annual cash compensation of $15,000 for her service on the Audit Committee. Additionally, pursuant to the Program and under the Companys Amended and Restated
2014 Equity Incentive Plan, Ms. Kilcoyne will be eligible annually to receive a grant of restricted stock units valued at $250,000 that will vest monthly over a
one-year
period. The Company will also
enter into an indemnification agreement with Ms. Kilcoyne in substantially the same form entered into with the other directors of the Company.
There are no other arrangements or understandings between Ms. Kilcoyne and any other person pursuant to which Ms. Kilcoyne was
selected as a director. Ms. Kilcoyne is not a party to any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
A press release, dated June 11, 2018, announcing the election of Ms. Kilcoyne as a director of the Company is attached as Exhibit
99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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At the 2018 Annual Meeting of
Stockholders of the Company held on June 6, 2018 (the Annual Meeting), the Companys stockholders approved the three proposals listed below. The final results for the votes regarding each proposal are set forth below. The
proposals are described in detail in the Companys Notice of Annual Meeting and Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2018.
Proposal 1
To elect Robert M. Calderoni,
Nanci E. Caldwell, Jesse A. Cohn, Robert D. Daleo, Murray J. Demo, Ajei S. Gopal, David J. Henshall, and Peter J. Sacripanti as directors, each to serve for a
one-year
term expiring at the Companys
annual meeting of stockholders in 2019 or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal:
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Robert M. Calderoni
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95,312,968
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3,696,366
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36,179
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7,856,749
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Nanci E. Caldwell
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85,075,426
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13,745,703
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224,384
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7,856,749
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Jesse A. Cohn
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97,630,319
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1,376,806
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38,388
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7,856,749
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Robert D. Daleo
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97,992,886
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1,014,563
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38,064
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7,856,749
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Murray J. Demo
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96,055,927
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2,950,144
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39,442
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7,856,749
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Ajei S. Gopal
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98,522,574
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483,905
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39,034
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7,856,749
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David J. Henshall
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96,978,146
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2,028,898
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38,469
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7,856,749
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Peter J. Sacripanti
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96,813,958
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2,197,285
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34,270
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7,856,749
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Proposal 2
To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for 2018:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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103,964,951
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2,867,775
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69,536
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0
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2
Proposal 3
To approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Proxy Statement:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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92,549,544
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6,417,640
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78,329
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7,856,749
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Item 9.01.
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Financial Statements and Exhibits.
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3
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: June 11, 2018
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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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Senior Vice President and General Counsel
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4
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