CITRIX SYSTEMS, INC. (NASDAQ:CTXS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
On June6, 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.Kilcoyne’s 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 Company’s non-employee director compensation program (the “Program”). 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, to the Program and under the Company’s 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 to which Ms.Kilcoyne was selected as a director. Ms.Kilcoyne is not a party to any transaction required to be disclosed to Item 404(a) of RegulationS-K.
A press release, dated June11, 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 5.02. | Submission of Matters to a Vote of Security Holders. |
At the 2018 Annual Meeting of Stockholders of the Company held on June6, 2018 (the “Annual Meeting”), the Company’s 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 Company’s Notice of Annual Meeting and Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April20, 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 Company’s 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:
|
Nominee |
Votes For | VotesAgainst | Abstentions | BrokerNon-Votes |
|
Robert M. Calderoni |
95,312,968 | 3,696,366 | 36,179 | 7,856,749 |
|
Nanci E. Caldwell |
85,075,426 | 13,745,703 | 224,384 | 7,856,749 |
|
Jesse A. Cohn |
97,630,319 | 1,376,806 | 38,388 | 7,856,749 |
|
Robert D. Daleo |
97,992,886 | 1,014,563 | 38,064 | 7,856,749 |
|
Murray J. Demo |
96,055,927 | 2,950,144 | 39,442 | 7,856,749 |
|
Ajei S. Gopal |
98,522,574 | 483,905 | 39,034 | 7,856,749 |
|
David J. Henshall |
96,978,146 | 2,028,898 | 38,469 | 7,856,749 |
|
Peter J. Sacripanti |
96,813,958 | 2,197,285 | 34,270 | 7,856,749 |
Proposal 2
To ratify the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for 2018:
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
| 103,964,951 | 2,867,775 | 69,536 |
2
Proposal 3
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
| 92,549,544 | 6,417,640 | 78,329 | 7,856,749 |
| Item 5.02. | Financial Statements and Exhibits. |
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CITRIX SYSTEMS INC ExhibitEX-99.1 2 d603268dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE For media inquiries,…To view the full exhibit click here
About CITRIX SYSTEMS, INC. (NASDAQ:CTXS)
Citrix Systems, Inc. develops and sells products and services that enable delivery of applications and data over public, private or hybrid clouds or networks, to virtually any type of device. The Company operates through two segments: Enterprise and Service Provider, and Mobility Apps. The Company’s Enterprise and Service Provider segment consists of Workspace Services and Delivery Networking products. Its Mobility Apps segment consists of Communications Cloud and Workflow Cloud products. The Company’s solutions offer secure, mobile workspaces that provide people with access to applications, desktops, data and communications, over any network or cloud. It markets and licenses its products directly to customers, over the Web, and through systems integrators (SIs), in addition to indirectly through value-added resellers (VARs), value-added distributors (VADs), original equipment manufacturers (OEMs) and service providers.