BAZAARVOICE, INC. (NASDAQ:BV) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
the Board of Directors (the Board) of Bazaarvoice, Inc. (the
Company) approved the Companys executive bonus plan (the 2018
Bonus Plan) for the Companys fiscal year ending April 30, 2018
(Fiscal Year 2018). The 2018 Bonus Plan provides for the payment
of cash bonuses to certain of the Companys executive officers,
including the Companys principal executive officer, principal
financial officer and named executive officers, based on
performance measures and payout formulas determined by the
Committee and targets for each performance measure established by
the Board.
Plan the total bonus opportunity will be based on the achievement
of three corporate performance measures: SaaS net bookings,
Adjusted EBITDA and advertising net revenue. For each named
executive officer other than the Companys Chief Revenue Officer,
the SaaS net bookings measure represents 45% of the target bonus
award, the Adjusted EBITDA measure represents 35% of the target
bonus award, and the advertising net revenue measure represents
20% of the target bonus award. For the Companys Chief Revenue
Officer, the SaaS net bookings measure represents 50% of the
target bonus award, the advertising net revenue measure
represents 30% of the target bonus award, and the Adjusted EBITDA
measure represents 20% of the target bonus award.
performance measure are subject to certain thresholds. The
Company must meet minimum thresholds for each corporate
performance measure in order for the named executive officers to
receive the portion of the target bonus attributable to such
corporate performance measure. Each named executive officer will
be entitled to 45% of the target bonus portion attributable to
the SaaS net bookings target upon achievement of 75% of the SaaS
net bookings goal, 50% of the target bonus portion attributable
to the advertising net revenue target upon achievement of 80% of
the advertising net revenue goal, and 50% of the target bonus
portion attributable to the Adjusted EBITDA target upon
achievement of 80% if the Adjusted EBITDA goal.
Adjusted EBITDA and advertising net revenue corporate performance
measures, as applicable, may exceed the target bonus amounts
attributable to such measures. The multipliers for each corporate
performance measure are capped as set forth in the following
table:
|
Corporate Performance Measure
|
Maximum Payout
(% of Target Payout)
|
Achievement Required for Maximum Payout (% of Goal)
|
||
|
SaaS Net Bookings
(Each named executive officer other than the Chief
Revenue Officer) |
150%
|
Over 120%
|
||
|
SaaS Net Bookings
(Chief Revenue Officer)
|
200%
|
Over 150%
|
||
|
Adjusted EBITDA
|
150%
|
Over 120%
|
||
|
Advertising Net Revenue
(Each named executive officer other than the Chief
Revenue Officer) |
150%
|
Over 120%
|
||
|
Advertising Net Revenue
(Chief Revenue Officer)
|
200%
|
Over 145%
|
Companys principal executive officer, principal financial officer
and named executive officers.
more or less than the target bonus amounts. The Committee has the
discretion to award bonus amounts that differ for attainment of
performance goals that fall above or below the specified goals.
About BAZAARVOICE, INC. (NASDAQ:BV)
Bazaarvoice, Inc. offers solutions and services that allow its retailer and brand clients to understand that consumer voice and the role it plays in influencing purchasing decisions, both online and offline. The Company’s solutions collect, curate and display consumer-generated content, including ratings and reviews, questions and answers, customer stories, and social posts, photos and videos. This content is syndicated and distributed across its clients’ marketing channels. Its solutions, which the Company provides primarily through a software-as-a-service (SaaS) platform, enable the clients to capture and display consumer-generated content; syndicate that consumer-generated content into its network of brand and retail clients; understand consumer behavior, and monetize the value of that content through targeted advertising based on online and offline shopping behavior. The Company’s geographical segments include Americas, EMEA and Other.
