8-K 1 p74995e8vk.htm 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2008
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-27876   86-0787377
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
14400 North 87th Street    
Scottsdale, Arizona   85260-3649
(Address of principal executive offices)   (Zip Code)
(480) 308-3000
(Registrant’s telephone number, including area code)
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))
 
 

 

 

     
Item 5.02.      
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
     On May 16, 2005, the stockholders of JDA Software Group, Inc. (the “Company”) adopted the Company’s 2005 Performance Incentive Plan (as amended, the “Incentive Plan”) to, among other things, increase the linkage between executive compensation and corporate performance and to enable the Company to make equity awards based upon achievement by the Company of annual operating goals, primarily net income.
     On February 7, 2008, the Compensation Committee of the Board of Directors (the “Committee”) approved awards of performance shares to certain employees of the Company, including to the executive officers listed below (the “Performance Share Awards”). The primary purpose of these awards is to encourage employees to achieve an annual EBITDA target. The following table sets forth the maximum number of performance shares that may be earned by each named participant.
                      
        Number of
        Performance
Participant   Title   Shares
Hamish N. Brewer  
President and Chief Executive Officer
     39,470  
Kristen L. Magnuson  
Executive Vice President and Chief Financial Officer
    19,735  
Christopher Koziol  
Chief Operating Officer
    19,735  
Philip Boland  
Senior Vice President, Worldwide Consulting Services
    9,868  
G. Michael Bridge  
Senior Vice President and General Counsel
    7,894  
Thomas Dziersk  
Senior Vice President, Americas
    11,841  
Brian Boylan  
Senior Vice President, Human Resources
    3,947  
Arnaud Decarsin  
Regional Vice President, EMEA
    9,868  
Larry Ferrere  
Senior Vice President, Product Management and Chief Marketing Officer
    7,894  
David Johnston  
Senior Vice President, Supply Chain
    2,960  
David R. King  
Senior Vice President, Product Development
    9,868  
Christopher J. Moore  
Senior Vice President, Customer Support Solutions
    9,868  
Rod Talbot  
Regional Vice President, Asia Pacific
    5,921  
Wayne J. Usie  
Senior Vice President, Retail
    2,960  
   
 
       
   
Total
     161,829  
     The closing price of the Company’s common stock on February 7, 2008 was $17.34.
     Each Performance Share Award represents the opportunity of the participant to receive a number of shares of common stock determined by the extent to which an EBITDA target is achieved or exceeded by the Company in 2008 (the “Distributable Shares”), subject to the participant’s continued employment with the Company. A participant who remains employed through the settlement date is entitled to receive, without payment of monetary consideration, on the settlement date, an immediate grant of a number of shares of the Company’s common stock equal to 50% of the number of Distributable Shares. In addition, on the settlement date, the participant will be granted a restricted stock unit award for the remaining 50% of the Distributable Shares. Subject to the participant’s continued employment, the restricted stock units will vest and be settled by the issuance to the participant of shares of common stock in 24 monthly installments over the subsequent two year period under the terms of the Company’s standard restricted stock unit agreement. This summary is qualified in its entirety by the terms and conditions of the Incentive Plan and the applicable award agreements.

 

 

     Also on February 7, 2008, the Committee approved a 2008 cash incentive bonus plan (the “Cash Plan”) for the following executive officers of the Company, with the target bonus established for each set forth below:
         
Participant   Target Bonus  
Hamish N. Brewer
     350,000  
Kristen L. Magnuson
     250,000  
Christopher Koziol
     275,000  
Philip Boland
     250,000  
G. Michael Bridge
     200,000  
Thomas Dziersk
     275,000  
Brian Boylan
     175,000  
Arnaud Decarsin
     250,000  
Larry Ferrere
     250,000  
David Johnston
     200,000  
David R. King
     225,000  
Christopher J. Moore
     245,000  
Rod Talbot
     250,000  
Wayne J. Usie
     245,000  
 
      
Total
   $ 3,440,000  
     The bonus amounts are annual targets, a portion of which may be paid quarterly in the discretion of the Committee based upon the Company’s progress towards the annual goal.

 

 

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 hereunto duly authorized.
         
  JDA Software Group, Inc.
 
 		  
Date: February 13, 2008  By:   /s/ Kristen L. Magnuson   
    Kristen L. Magnuson   
    Executive Vice President and Chief Financial Officer