0001104659-11-029329.txt : 20110516 0001104659-11-029329.hdr.sgml : 20110516 20110516161653 ACCESSION NUMBER: 0001104659-11-029329 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110511 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT SOFTWARE INC /DE/ CENTRAL INDEX KEY: 0001002225 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 942901952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26994 FILM NUMBER: 11847071 BUSINESS ADDRESS: STREET 1: 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 4155437696 MAIL ADDRESS: STREET 1: 600 TOWNSEND ST CITY: SAN FRANCISCO STATE: CA ZIP: 94103 8-K 1 a11-12281_18k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

May 11, 2011

Date of Report (date of earliest event reported)

ADVENT SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware

(State or other jurisdiction of
incorporation or organization)

0-26994

(Commission File Number)

94-2901952

(I.R.S. Employer
Identification Number)

600 Townsend Street

San Francisco, California 94103

(Address of principal executive offices)

(415) 543-7696

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

TABLE OF CONTENTS

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.07 Submission of Matters to a Vote of Security Holders

ITEM 9.01 Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

EXHIBIT 10.1

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 11, 2011, Advent Software Inc.’s Compensation Committee approved a form of 2011 Executive Short-Term Incentive Plan (the “Plan”) which applies to the Principal Executive Officer, Principal Financial Officer and executives that are members of Advent’s Executive Management Team (the “Executives”). A description of the Plan is filed as Exhibit 10.1 to this report.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

Set forth below are the final voting results for each proposal submitted to a vote of Stockholders at the Company’s Annual Meeting held on May 11, 2011. For more information on the following proposals, see the Company’s 2011 Proxy Statement.

Proposal 1. To elect six directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

	Number of Shares
			Broker
	For	Withheld	Non-Votes

John H. Scully	44,103,230	1,261,182	2,648,032
Stephanie G. DiMarco	45,312,421	51,991	2,648,032
James D. Kirsner	45,313,283	51,129	2,648,032
Christine S. Manfredi	45,313,083	51,329	2,648,032
James P. Roemer	45,312,483	51,929	2,648,032
Wendell G. Van Auken	45,216,426	147,986	2,648,032

Proposal 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011.

Number of Shares
For	Against	Abstained

47,869,824	137,630	4,990

Proposal 3. To hold an advisory vote on executive compensation.

Number of Shares
			Broker
For	Against	Abstained	Non-Votes

45,146,549	140,034	77,829	2,648,032

Table of Contents

Proposal 4. To hold an advisory vote on the frequency of the advisory vote on executive compensation.

Number of Shares
1 Year	2 Years	3 Years	Abstained

40,245,345	11,795	5,024,500	82,772

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K.

Exhibit No.		Exhibit Description

10.1		Description of 2011 Executive Short-Term Incentive Plan.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADVENT SOFTWARE, INC.


	By:	/s/ James S. Cox
		James S. Cox
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Dated: May 16, 2011

Table of Contents

EXHIBIT INDEX

Exhibit No.		Exhibit Description

10.1		Description of 2011 Executive Short-Term Incentive Plan.

EX-10.1 2 a11-12281_1ex10d1.htm EX-10.1

Exhibit 10.1

Summary of Plan Terms for 2011 Executive Short-Term Incentive Plan

The Advent Software 2011 Executive Short-Term Incentive Plan (the “Plan”) is designed to motivate and reward the executives that are members of Advent’s Executive Management Team (the “Executives”) for short-term achievement of Annual Contract Value, Recognized Revenue and Non-GAAP Operating Profit milestones during the 2011 fiscal year.

Annual Contract Value (ACV) represents the average contribution to annual revenue from all new term license contracts and Advent OnDemand sales (consistent with the methodology used to calculate and report ACV in our Annual Report on Form 10-K), plus the estimated average contribution to annual revenue from new data related or other contracts entered into during the year.

Recognized Revenue represents the revenue recognized in earnings by the Company in conformity with Generally Accepted Accounting Principles in the United States of America (US GAAP) and is consistent with “Net Revenues” reported in our consolidated financial statements.

Non-GAAP Operating Profit represents income from continuing operations reported as “Income from Continuing Operations” in our consolidated financial statements in accordance with US GAAP, excluding stock-based employee compensation expense, amortization of purchased intangible assets, acquisition-related costs and restructuring charges.

A summary of the Plan terms follows:

· The Plan is applicable to the Chief Executive Officer, Chief Financial Officer and the Executives, and based on Company and individual performance.

· Company performance targets are based on ACV, Recognized Revenue and Non-GAAP Operating Profit relative to goals.

· Individual plans establish the cash bonus to be awarded to each Executive based upon the level of achievement for ACV, Recognized Revenue, Non-GAAP Operating Profit and individual executive performance during 2011.

· Cash bonuses for at-target achievement of ACV, Recognized Revenue, Non-GAAP Operating Profit and individual performance for each Executive under the Plan range from 48% to 75% of base salary.

· The Plan is an annual plan and is effective for fiscal year 2011. Any cash bonuses earned will be paid by March 15, 2012.