COMMVAULT SYSTEMS, INC. (NASDAQ:CVLT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) At the Commvault Systems, Inc. (the “Company”) fiscal 2017 Annual Meeting of Stockholders, the Company’s stockholders approved the Commvault Systems, Inc. Omnibus Incentive Plan as amended by the First Amendment (the “Incentive Plan”), to which the Company may grant awards to its officers, employees, directors, consultants, independent contractors and agents and those of its affiliates. The Incentive Plan includes provisions that are currently common in the market and enables the Company to grant a broader spectrum of awards that are performance-based for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended. Awards that may be granted under the Incentive Plan include stock options, stock appreciation rights, full value awards (including restricted stock, restricted stock units, performance shares or units and other stock-based awards) and cash-based awards. The Incentive Plan originally reserved a total of 2,800,000 shares of Common Stock. The First Amendment increased the number of shares available for issuance under the Incentive Plan by 750,000 for a total of 3,550,000 shares of Common Stock.

A more complete description of the Incentive Plan is contained in the Company’s proxy statement, dated July 3, 2017, as filed with the Securities and Exchange Commission (“Proxy Statement”), under the heading “Proposal 3 – Approval of Commvault Systems, Inc. Omnibus Incentive Plan, as amended by the First Amendment” which is incorporated herein by reference. The descriptions of the Incentive Plan set forth herein and in the Proxy Statement are qualified in their entirety by reference to the complete text of the Incentive Plan which is set forth in Exhibit 10.1 hereto.

Item 5.07Submission of Matters to a vote of Security Holders

On August 24, 2017, the Company held its fiscal 2017 Annual Meeting of Stockholders, at which the Company’s stockholders voted (1) on the election of three Class II Directors for a term to expire at the 2020 Annual Meeting of Stockholders, (2) on the ratification of the appointment of Ernst & Young LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2018, (3) approval of the Incentive Plan, (4) on a non-binding, advisory basis, on executive compensation, and (5) on a non-binding, advisory basis, on an advisory basis, whether executive compensation should be submitted to stockholders for an advisory vote every one, two or three years. The vote on such matters was as follows

Consistent with the recommendation of the Board of Directors of the Company as set forth in the Company’s proxy statement for its 2017 annual meeting of stockholders, and after taking into the account the results

of the stockholder advisory vote on the frequency of the advisory vote on executive compensation conducted at the annual meeting, it shall be Company’s policy to submit the compensation of its named executive officers to stockholders for a non-binding advisory vote every year, at least until the next required vote on the frequency of stockholder votes on the compensation of executives.

Item 9.01.Financial Statements and Exhibits

(d) Exhibits

Exhibit No.Description

COMMVAULT SYSTEMS INC Exhibit
EX-10.1 2 firstamendmenttoincentivep.htm EXHIBIT 10.1 Exhibit COMMVAULT SYSTEMS,…
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About COMMVAULT SYSTEMS, INC. (NASDAQ:CVLT)

CommVault Systems, Inc. (CommVault) is a provider of data and information management software applications and related services. The Company develops, markets and sells a suite of software applications and services, primarily in North America, Europe, Australia and Asia, that provides its customers with data protection solutions supporting all operating systems, applications, and databases on virtual and physical servers, Network Attached Storage (NAS) shares, cloud-based infrastructures, and mobile devices; management through a single console; multiple protection methods, including backup and archive, snapshot management, replication, and content indexing for eDiscovery; storage management using deduplication for disk, tape and cloud; integration with the storage arrays; complete virtual infrastructure management supporting multiple hypervisors; security capabilities to limit access to critical data, and policy-based data management.