- Current report filing (8-K)
17 Novembre 2011 - 10:43PM
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):
November 16, 2011
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COMVERSE TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
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NEW YORK
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001-35303
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13-3238402
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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810 Seventh Avenue,
New York, New York
10019
(Address of Principal Executive Offices)
(Zip Code)
Registrants telephone number, including area code:
(212) 739-1000
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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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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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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(b)
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Resignations of Directors
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On November 16, 2011, each of Mr. Raz Alon and Mr. Joseph ODonnell tendered his resignation from the Board of
Directors (the Board) of Comverse Technology, Inc. (the
Company
) following the Companys 2011 Annual Meeting of Shareholders (the
2011 Annual Meeting
). Each of Messrs. Alon and
ODonnell did not receive a majority of votes cast as required by the Companys By-Laws and, in accordance with the Companys Corporate Governance Guidelines and Principles, tendered his resignation from the Board. In accepting the
resignations, the Board expressed its appreciation of the commitment and dedication that Messrs. Alon and ODonnell exhibited in navigating the Company and its business through a challenging period.
Under the Companys By-Laws, a majority of votes cast means that the number of shares voted for a director
must exceed the number of votes cast against that director.
Also on November 16, 2011, following the
2011 Annual Meeting, the Board reduced the size of the entire Board to six directors.
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(1)
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Approval of the Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan and the Comverse Technology, Inc. 2011 Annual Performance Bonus Plan
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At the 2011 Annual Meeting, the Companys shareholders approved the adoption of the Comverse Technology,
Inc. 2011 Stock Incentive Compensation Plan (the
2011 Incentive Plan
) and the Comverse Technology, Inc. 2011 Annual Performance Bonus Plan (the
2011 Bonus Plan
).
Summaries of the material terms and conditions of the 2011 Incentive Plan and the 2011 Bonus Plan are set forth in Proposals 5
and 6, respectively, of the Companys definitive proxy statement for its 2011 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on October 7, 2011 (the
2011 Proxy
Statement
). In addition, the full texts of the 2011 Incentive Plan and the 2011 Bonus Plan are filed as Appendix A and Appendix B, respectively, to the 2011 Proxy Statement. Each of the foregoing summaries and the full texts
of the 2011 Incentive Plan and the 2011 Bonus Plan are incorporated herein by reference.
-2-
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(2)
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Amendment to Employment Letter
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On November 16, 2011, the Board, upon the recommendation of its Compensation and Leadership Committee and after determining that a temporary relocation of the Companys Chief Executive Officer
from London, England, to New York City would be in the best interests of the Company, approved an amendment (the
Amendment
) to the Employment Letter, dated March 9, 2011, between Mr. Charles J. Burdick, the Chairman
of the Board and the Chief Executive Officer of the Company, and the Company, to implement such change in Mr. Burdicks work location for a period of up to 12 months (which relocation is expected to occur on December 1, 2011). In
order to offset the costs incurred by Mr. Burdick for the duration of the relocation, the Amendment provides for (i) an increase in Mr. Burdicks annual base salary from $700,000 to $820,000, and (ii) benefits under the
Companys standard short-term international assignments policy, which include per diem allowances for hotel and food, certain travel expenses and a tax equalization payment sufficient to pay or reimburse covered employees for any increase in
personal income taxes resulting from such assignment. In the case of Mr. Burdick, the tax equalization provision is expected to relate solely to income imputed on the value of allowances for hotel, food and travel expenses. In addition, the
Amendment provides that Mr. Burdicks annual on-target bonus for any fiscal year to be equal to his annual base salary for such year (subject to pro ration for partial fiscal year). The foregoing description is subject to, and qualified in
its entirety by the full text of the Amendment, which is filed as an exhibit hereto 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 2011 Annual Meeting held on November 16, 2011, the shareholders voted as indicated below on the following proposals:
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1.
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Election of directors to serve until the next annual meeting of shareholders and until the election and qualification of their successors
:
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Nominee
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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1a.
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Raz Alon
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52,657,785
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120,740,150
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5,253,499
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13,816,220
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1b.
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Susan D. Bowick
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164,093,981
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8,931,911
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5,625,542
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13,816,220
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1c.
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Charles J. Burdick
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156,407,390
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16,069,088
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6,174,956
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13,816,220
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1d.
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Robert Dubner
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142,796,801
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30,227,135
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5,627,498
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13,816,220
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1e.
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Joseph ODonnell
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85,451,878
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85,983,028
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7,216,528
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13,816,220
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1f.
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Augustus K. Oliver
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126,608,164
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46,442,030
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5,601,240
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13,816,220
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1g.
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Theodore H. Schell
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94,620,269
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82,007,996
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2,023,169
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13,816,220
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1h.
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Mark C. Terrell
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159,346,842
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15,667,108
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3,637,484
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13,816,220
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-3-
Accordingly, each of the nominees, other than Messrs. Alon and ODonnell, was elected
to the Board by Company shareholders, to hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.
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2.
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Ratification of the appointment of Deloitte & Touche LLP to serve as the Companys independent registered public accounting firm for the fiscal year
ending January 31, 2012
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Votes Cast For
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Votes Cast Against
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Abstentions
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178,101,116
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10,859,129
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3,507,409
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Accordingly, Proposal 2 was approved by Company shareholders.
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3.
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Approval, on a non-binding advisory basis, of the compensation of the Companys named executive officers as disclosed in the Companys proxy statement
:
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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105,238,536
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68,090,363
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5,322,535
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13,816,220
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Accordingly, Proposal 3, a non-binding advisory vote, was approved by Company shareholders.
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4.
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Approval, on a non-binding advisory basis, of the frequency of the advisory vote on the compensation of the Companys named executive officers
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Every 1 Year
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Every 2 Years
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Every 3 Years
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Abstentions
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159,856,807
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228,339
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12,625,763
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5,940,525
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Accordingly, Company shareholders approved Every 1 Year as their preferred frequency for
holding future advisory votes on the compensation of the Companys named executive officers. In light of the results of this non-binding advisory vote, at a meeting of the Board following the 2011 Annual Meeting, the Board determined that
future advisory votes on the compensation of its named executive officers will be held annually and will be included in the proxy materials for each annual meeting, until the next required vote on the frequency of the advisory vote on the
compensation of its named executive officers or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Companys shareholders.
-4-
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5.
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Approval of the Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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141,156,196
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28,839,567
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8,655,671
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13,816,220
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Accordingly, Proposal 5 was approved by Company shareholders.
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6.
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Approval of the Comverse Technology, Inc. 2011 Annual Performance Bonus Plan
:
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Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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162,906,719
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6,802,591
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8,942,124
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13,816,220
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Accordingly, Proposal 6 was approved by Company shareholders.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan (incorporated by reference to Appendix A to the Definitive Proxy Materials for the Registrants Annual Meeting
of Shareholders held November 16, 2011 filed on October 7, 2011)
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10.2
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Comverse Technology, Inc. 2011 Annual Performance Bonus Plan (incorporated by reference to Appendix B to the Definitive Proxy Materials for the Registrants Annual Meeting of
Shareholders held November 16, 2011 filed on October 7, 2011)
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10.3
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Amendment, dated November 17, 2011, to the Employment Letter, dated March 9, 2011, between Mr. Charles J. Burdick and Comverse Technology, Inc.
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-5-
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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COMVERSE TECHNOLOGY, INC.
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Date: November 17, 2011
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By:
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/s/ Shefali A. Shah
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Name:
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Shefali A. Shah
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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-6-
Exhibit Index
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Exhibit
No.
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Description
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10.1
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Comverse Technology, Inc. 2011 Stock Incentive Compensation Plan (incorporated by reference to Appendix A to the Definitive Proxy Materials for the Registrants Annual Meeting
of Shareholders held November 16, 2011 filed on October 7, 2011)
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10.2
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Comverse Technology, Inc. 2011 Annual Performance Bonus Plan (incorporated by reference to Appendix B to the Definitive Proxy Materials for the Registrants Annual Meeting of
Shareholders held November 16, 2011 filed on October 7, 2011)
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10.3
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Amendment, dated November 17, 2011, to the Employment Letter, dated March 9, 2011, between Mr. Charles J. Burdick and Comverse Technology, Inc.
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-7-
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Grafico Azioni Comverse Technology, Inc. (MM) (NASDAQ:CMVT)
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