NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 19, 2017, the board of directors (the “Board”) of Nuance Communications, Inc. (the “Company”) approved an increase of the authorized members of the Board from seven to eight members and elected Laura S. Kaiser as a member of the Board with a term expiring at the 2018 annual meeting of stockholders. The Board has not yet determined on which committees of the Board Ms. Kaiser will be serving.

Ms. Kaiser will be eligible to receive compensation as outlined in the Company’s outside director compensation policies described in the Company’s most recent proxy statement dated December 16, 2016. to this policy, the non-employee members of the Board are eligible to receive an annual cash retainer based on their general service on the Board and additional cash retainers for participation or serving as chairperson of certain committees of the Board. The Company’s outside directors are also eligible to receive equity awards under the Company’s 1995 Directors’ Stock Plan (the “Plan”). In connection with her election to the Board, Ms. Kaiser has been awarded an initial grant of restricted stock units having a value of $500,000 using the closing price on the date of grant under the Plan. This award will vest in approximately equal installments annually over a three-year period, subject to continued service through each vesting date. In addition, the non-employee members of the Board are eligible to automatically receive annual restricted stock unit awards on January 1 of each year having a value of $250,000 using the closing price on the date of grant, provided that, on such date, he or she has served on the Board for at least six months. The restricted stock unit awards have a purchase price per share equal to $0.001 per share. This annual award will vest as to 50% of the shares on the one-year anniversary of the date of grant, subject to continued service through such vesting date. Ms. Kaiser will first be eligible for an annual award on January 1, 2019 provided she is serving on the Board at that date. Finally, the Company reimburses its non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors.

In connection with her election, Ms. Kaiser entered into the Company’s standard indemnification agreement for directors and officers. Nuance issued a press release announcing Ms. Kaiser joining the Board, a copy of which is furnished with this Report.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Nuance Communications, Inc. Exhibit
EX-99.1 2 kaiser-pressrelease12x26x1.htm EXHIBIT 99.1 Exhibit       Nuance Communications,…
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About NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN)

Nuance Communications, Inc. is a provider of voice recognition and natural language understanding solutions. The Company’s segments include Healthcare, Mobile, Enterprise and Imaging. The Healthcare segment provides clinical speech and clinical language understanding solutions. The solutions for the Healthcare segment include transcription solutions, Dragon Medical, and clinical document improvement (CDI) and coding solutions. Its Mobile segment provides a portfolio of specialized virtual assistants and connected services. The Enterprise segment provides automated customer solutions and services. The solutions for the Enterprise segment include On-Premise solutions and services, and On-Demand multichannel cloud. The Imaging segment provides software solutions that help professionals and organizations to gain control of their document and information processes. Imaging segment include multi-function printer (MFP) scan automation solutions and MFP Print automation solutions.