Verint Systems Inc. (NASDAQ:VRNT) 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.
Annual Meeting of Stockholders (the “Annual Meeting”) on June 22,
2017. At the Annual Meeting, Verint’s stockholders approved the
Verint Systems Inc. Amended and Restated 2015 Long-Term Stock
Incentive Plan (the “Amended Plan”). The Amended Plan was
approved by the Companys board of directors (the “Board”) on May
9, 2017, and became effective on the date the Amended Plan was
adopted by the Companys stockholders on June 22, 2017.
Long-Term Stock Incentive Plan (the “Existing Plan”) as of June
22, 2017 to, among other things, increase the number of shares
available for issuance under the Amended Plan. Subject to
adjustment as provided in the Amended Plan, up to an aggregate of
(i) 7,975,000 shares of Verints common stock, plus>(ii) the
number of shares of Verint’s common stock available for issuance
under the Existing Plan as of June 22, 2017, plus>(iii) the
number of shares of Verint common stock that become available for
issuance as a result of awards made under the Existing Plan or the
Amended Plan that are forfeited, cancelled, exchanged, withheld or
surrendered or terminate or expire, on an option-equivalent basis,
may be issued or transferred in connection with awards under the
Amended Plan. Each stock option or stock-settled stock appreciation
right granted under the Amended Plan would reduce the available
plan capacity by one share and each other award denominated in
shares that is granted under the Amended Plan would reduce the
available plan capacity by 2.47 shares.
Amended Plan and adjusting the ratio at which full-value awards
reduce the available plan capacity, the Amended Plan:
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Decreases from 500,000 to 100,000 the maximum number of
shares (on an option-equivalent basis) that may be awarded to a non-employee director in any year. |
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Prohibits the following award shares from being recycled:
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Award shares that are tendered to or withheld by the Company
to satisfy payment or applicable tax withholding requirements in connection with the vesting or delivery of an award. |
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Award shares that are withheld by the Company upon exercise
of an option to a net exercise arrangement. |
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Award shares that underlie a stock appreciation right that is
settled in shares. |
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Prohibits shares that are purchased by the Company in the
open market to any repurchase plan or program, whether using option proceeds or otherwise, from being made available for awards under the plan. |
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Prohibits dividends or dividend equivalents from being paid
on any award prior to the vesting of the award. |
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Requires that any dividends or dividend equivalents paid on a
deferred basis be subject to the same vesting conditions as the award to which such dividends or dividend equivalents relate. |
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Clarifies that the compensation committee of the Board may
permit a grantees withholding tax liability to be satisfied through a broker assisted cashless exercise. |
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Extends the expiration date of the plan to 10 years from June
22, 2017 (the date the Amended Plan was approved by the Company’s stockholders). |
provide equity-based compensation in the form of (1) stock options,
including incentive stock options entitling the participant to
favorable tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended, (2) stock appreciation rights, (3)
restricted stock, (4) restricted stock units, (5) performance
awards, (6) other stock-based awards, and (7) performance
compensation awards.
awards granted under the Amended Plan are not assumed, converted or
replaced by the resulting entity in the event of a change in
control, all outstanding awards that are not exercisable or
otherwise unvested will automatically be deemed exercisable or
otherwise vested, as the case may be, and any specified performance
goals with respect to outstanding awards will be deemed to be
satisfied at target, immediately prior to the consummation of such
change in control, unless the applicable award agreement provides
to the contrary.
changes to the terms of the Existing Plan.
entirety by reference to the terms of the Amended Plan, a copy of
which has been filed as Exhibit 10.1 hereto.
the Annual Meeting, as well as the number of votes cast for or
against each matter and the number of abstentions and broker
non-votes with respect to each matter, as applicable. A more
complete description of each matter is set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission on May 10, 2017 (the “Proxy Statement”).
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1.
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Election of Directors. The Company’s stockholders elected
the following persons as directors to serve for the following year or until their successors are duly elected and qualified: |
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Dan Bodner
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52,537,080
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811,867
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2,505,262
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Victor DeMarines
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51,359,842
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1,989,105
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2,505,262
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John Egan
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38,489,066
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14,859,881
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2,505,262
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Penelope Herscher
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52,516,817
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832,130
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2,505,262
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William Kurtz
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52,545,528
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803,419
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2,505,262
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Richard Nottenburg
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38,466,805
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14,882,142
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2,505,262
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Howard Safir
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38,470,517
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14,878,430
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2,505,262
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Earl Shanks
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38,501,518
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14,847,429
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2,505,262
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2.
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Ratification of Deloitte Touche LLP as the Company’s
Independent Registered Public Accounting Firm. The Company’s stockholders ratified the selection of Deloitte Touche LLP as the Company’s independent registered public accountants for the year ending January 31, 2018. The results of the voting were 54,985,401 votes for, 707,280 votes against, and 161,528 abstentions. |
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3.
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Approval of Named Executive Officer Compensation. The
Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the voting were 34,957,191 votes for, 18,210,580 votes against, 181,176 abstentions, and 2,505,262 broker non-votes. |
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4.
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Selection of Frequency of Advisory Vote. The Company’s
stockholders approved, on a non-binding, advisory basis, an annual vote on the compensation of the Company’s named executive officers. The results of the voting were 46,120,053 votes for every year, 66,913 votes for every two years, 6,993,750 votes for every three years, 168,231 abstentions, and 2,505,262 broker non-votes. The frequency that received the highest number of votes was every year. |
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5.
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Approval of the Verint Systems Inc. Amended and Restated 2015
Long-Term Stock Incentive Plan. The Company’s stockholders approved the Verint Systems Inc. Amended and Restated 2015 Long-Term Stock Incentive Plan. The results of the voting were 46,988,522 votes for, 6,192,798 votes against, 167,627 abstentions, and 2,505,262 broker non-votes. |
determined that advisory votes on executive compensation will be
submitted to the stockholders every year.
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Exhibit
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Number
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Description
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10.1
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Verint Systems Inc. Amended and Restated 2015 Long-Term
Stock Incentive Plan |
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VERINT SYSTEMS INC ExhibitEX-10.1 2 vrnt-jun2720178xkxexh101vs.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1VERINT SYSTEMS INC.AMENDED AND RESTATED 2015 LONG-TERM STOCK INCENTIVE PLANSection 1. Purpose. The purposes of this Verint Systems Inc. 2015 Long-Term Stock Incentive Plan are to promote the interests of Verint Systems Inc. and its stockholders by (i) attracting and retaining employees and directors of,…To view the full exhibit click here About Verint Systems Inc. (NASDAQ:VRNT)
Verint Systems Inc. offers Actionable Intelligence solutions. The Company’s Actionable Intelligence solutions address Customer Engagement Optimization, Security Intelligence, and Fraud, Risk and Compliance. It offers services, such as strategic consulting, implementation services, training, maintenance and round the clock support, as well as a range of deployment models. It has three segments: Enterprise Intelligence Solutions, which includes solutions for customer analytics, engagement management and workforce optimization; Cyber Intelligence Solutions, which provides cyber intelligence solutions, including Cyber Security, Network Intelligence, Off-Air Intelligence, Web Intelligence, Fusion Intelligence and Lawful Interception Compliance, and Video and Situation Intelligence Solutions, which offers video and situation intelligence solutions, including Situational Awareness Platform, Enterprise Video Management Software, Video Analytics, EdgeVMS and Public Safety Media Recorder. Verint Systems Inc. (NASDAQ:VRNT) Recent Trading Information
Verint Systems Inc. (NASDAQ:VRNT) closed its last trading session up +0.15 at 40.65 with 422,136 shares trading hands.