8-K

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

November 11, 2016

Date of Report (Date of earliest event reported)

Callidus Software Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50463	77-0438629
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4140 Dublin Boulevard, Suite 400, Dublin, CA	94568
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (925) 251-2200

 (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 obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 11, 2016, Bob L. Corey, age 65, notified Callidus Software Inc. (“Company”) that he intends to retire from his position as Executive Vice President, Chief Financial Officer of the Company, effective November 15, 2016. To provide for an orderly transition of Mr. Corey’s duties and responsibilities, the Company and Mr. Corey entered into a transition and retirement agreement on November 14, 2016 (“Transition Agreement”). The Transition Agreement provides that, except in the event Mr. Corey is terminated for cause, Mr. Corey will continue his employment with the Company as Executive Vice President to the Office of the Chief Executive Officer through the earlier of (i) June 30, 2017 (“Retirement Date”), (ii) the date on which he resigns his employment with the Company, and (iii) the date on which the Company terminates his employment for cause (“Transition Period”). During the Transition Period Mr. Corey will provide transitional services to the Company (“Transition Services”).

Mr. Corey will continue to receive his current base salary through the Transition Period. In addition, through the Transition Period he will be eligible to participate in the Company-sponsored health benefits plan, continue vesting of equity, and remain eligible for the Company’s existing Executive Incentive Bonus Plan. He will not be eligible for a bonus in 2017. In connection with Mr. Corey’s retirement from the Company, unless the Company terminates his employment prior to the Retirement Date for failing to provide the Transition Services (including for failing to do so in a diligent and cooperative fashion, as determined by the Company in good faith and in its sole discretion), or he resigns from employment for any reason prior to the Retirement Date, Mr. Corey will be eligible to receive: (i) acceleration of vesting of 74,579 unvested restricted stock units effective as of the Retirement Date; (ii) acceleration of vesting of 51,454 unvested Performance-based Restricted Stock Units to the extent relevant performance metrics have been achieved as of the Retirement Date, and subject to adjustment under the 2013 Stock Incentive Plan; and (iii) extension of the post-employment exercisability of his stock options for nine months following the Retirement Date. The Transition Agreement also provides for a release of claims and includes other standard provisions.

The Company issued a press release regarding Mr. Corey’s retirement, which is included as Exhibit 99.1 to this report.

(c)

On November 14, 2016, the Board appointed Roxanne Oulman as Executive Vice President, Chief Financial Officer of the Company, effective November 15, 2016.

Roxanne Oulman, age 45, has served as the Company’s Senior Vice President, Finance and Accounting since May, 2013. There are no arrangements or understandings between Ms. Oulman and any other persons pursuant to which she was selected as Executive Vice President, Chief Financial Officer and no family relationships between Ms. Oulman and any director or executive officer of the Company. Ms. Oulman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Prior to working at the Company, Ms. Oulman was Interim Chief Financial Officer at Thoratec Corporation, a medical device company, where she held several financial leadership roles from 2004 to May 2013. Ms. Oulman has a Bachelor’s of Science in Accounting from Minnesota State University, Mankato and a Masters of Business Administration from University of the Pacific—Eberhardt School of Business.

On November 14, 2016, the Company and Ms. Oulman entered into an offer letter agreement, pursuant to which, effective November 15, 2016, Ms. Oulman will receive an annual base salary of $350,000 and is eligible for an annual bonus under the Company’s Executive Incentive Bonus Plan, as in effect from time to time, with a target bonus equal to 65% of her base salary. Both base salary and bonus are subject to periodic review. Effective November 15, 2016, Ms. Oulman will also receive restricted stock units with an aggregate value of $1,600,000, under the Company’s 2013 Stock Incentive Plan. Ms. Oulman remains eligible to participate in benefit programs generally available to senior executives of the Company. Ms. Oulman will also enter into the Company’s standard form of Executive Change of Control Agreement and will remain a party to the Company’s standard form of

Indemnification Agreement. She will also be subject to the Company’s Executive Officer and Director Stock Ownership Policy, under which she will be required to hold Company shares with a value equal to at least 100% of her annual base salary, which shares may be accumulated over three years.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 15, 2016

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.

	Callidus Software Inc.
	/s/ Leslie Stretch
	Leslie Stretch
	Chief Executive Officer
	(Chief Executive Officer and Duly Authorized Signatory)
Dated: November 15, 2016

EX-99.1

CallidusCloud Announces CFO Retirement and Succession

DUBLIN, CA – (November 15, 2016) – Callidus Software Inc. (NASDAQ: CALD), a global leader in cloud-based sales, marketing, learning and customer experience solutions, announced today that, on the occasion of his retirement, Chief Financial Officer Bob L. Corey will complete his service with the company on June 30, 2017. He will be succeeded by Roxanne Oulman, who was the company’s Senior Vice President of Finance and Accounting. She will take on CFO responsibilities effective November 15^th 2016.

“During Bob’s time with the company we firmly established our model of profitable growth, implemented scalable operating platforms, from cash collection to IT to legal and we completed two follow-on offerings to establish the strongest balance sheet in our history. Bob also recruited and trained a strong bench including his successor,” said Leslie Stretch, President and CEO.

“I’ve been privilegedto be a member of our management team over the past few years working together to build a top five SaaS company. Roxanne has been right there with me and I have great confidence in her assuming the CFO role. I will be supporting her ensuring a smooth transition,” said Bob L. Corey EVP, CallidusCloud.

Roxanne Oulman Appointed Executive VP and Chief Financial Officer

“I am delighted to be able to promote our new CFO from within the company, preserving business continuity and the process approach we have established. Roxanne has been instrumental in our development as a SaaS company and has been CFO of a $500 million business in her prior career. She is well known and respected by investors and analysts, our customers and staff,” continued Stretch. “Both Bob and Roxanne will be on the road in New York this week at the Roth conference and I will present with Bob at the Credit Suisse conference, November 30^th.”

“I am thrilled to drive CallidusCloud to the next level of growth. This is such an exciting time as CallidusCloud is the clear market leader in sales performance management. I look forward to continuing to capitalize and expand on what we have built over the past few years,” said Roxanne Oulman EVP and CFO, CallidusCloud.

About CallidusCloud

Callidus Software Inc. (NASDAQ: CALD), doing business as CallidusCloud^®, is the global leader in cloud based sales, marketing, learning and customer experience solutions. CallidusCloud enables organizations to accelerate and maximize their lead to money process with a complete suite of solutions that identify the right leads, ensure proper territory and quota distribution, enable

sales forces, automate configure price quote, and streamline sales compensation -- driving bigger deals, faster. Approximately 5,000 leading organizations, across all industries, rely on CallidusCloud to optimize the lead to money process to close more deals for more money in record time.

©2016 Callidus Software Inc. All rights reserved. Callidus, Callidus Software, the Callidus Software logo, CallidusCloud, the CallidusCloud logo, Clicktools, SURVE, syncfrog, TrueComp Manager, ActekSoft, ACom3, iCentera, Webcom, Litmos, the Litmos logo, LeadFormix, Rapid Intake, 6FigureJobs, and LeadRocket are trademarks, service marks, or registered trademarks of Callidus Software Inc.

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Press Contacts:

Chris Bucholtz

CallidusCloud

925-251-2200