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

Date of Report: January 12, 2017

(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 of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

4140 Dublin Boulevard, Suite 400, Dublin, CA 94568

(Address of principal executive offices) (Zip Code)

(925) 251-2200

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

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

(b)

On January 12, 2017, Michele Choka, a member of the board of directors (the “Board”) of Callidus Software Inc. (the “Company”), informed the Company of her intention to resign from the Board, effective February 2, 2017. Ms. Choka is Chair of the Board’s Compensation Committee and a member of the Board’s Nominating and Corporate Governance Committee. Her resignation was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

(d)

On January 12, 2017, the Board appointed Nina Richardson to serve as a member of the Board effective February 2, 2017. Ms. Richardson will serve as a Class III director. Ms. Richardson is the former Chief Operating Officer of GoPro, Inc., and currently serves on the boards of Zayo Group Holdings, Inc., a bandwidth infrastructure provider, and Silicon Laboratories Inc., a provider of silicon and software solutions.

Ms. Richardson will be compensated for her Board and committee service in accordance with the Company’s standard director compensation arrangements, a description of which may be found under the caption “Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on April 28, 2016, which description is incorporated by reference into this report. Ms. Richardson is also expected to enter into the Company’s standard forms of indemnification and change of control agreements for members of the Board.

In connection with Ms. Richardson’s appointment, the size of the Board will continue to remain at seven directors in accordance with the Company’s Second Amended and Restated Bylaws.

A copy of the press release announcing Ms. Richardson’s election is included herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Document
99.1	Press Release dated January 18, 2017

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.
Date: January 18, 2017	By:	/s/ Roxanne Oulman
		Roxanne Oulman
		Executive Vice President, Chief Financial Officer (duly authorized officer)

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press Release dated January 18, 2017

EX-99.1

Exhibit 99.1

CallidusCloud Announces Appointment of Global Technology Leader Nina Richardson to its Board of Directors

Michele Vion Choka to retire from Board after nearly 12 years of service

DUBLIN, Calif., Jan. 18, 2017 (GLOBE NEWSWIRE) -- Callidus Software Inc. (NASDAQ:CALD), a global leader in cloud-based sales, marketing, learning and customer experience solutions, announced today the appointment of Nina Richardson, a renowned business executive, to its board of directors effective February 2, 2017.

Ms. Richardson has over 30 years of experience ranging from start-up environments to multi-billion dollar corporations. Most recently, Ms. Richardson served as the Chief Operating Officer at GoPro, one of the world’s fastest growing technology companies and a globally recognized brand. During her tenure as COO, Ms. Richardson was responsible for engineering, operations, sales, sales operations, customer support, quality, human resources, IT and workplace services. Ms. Richardson was instrumental in scaling leadership and processes at GoPro.

“Nina is a phenomenal business leader with a wealth of experience in the technology sector. Nina’s expertise and insights will be a great addition to CallidusCloud as we continue to grow the business on our way to becoming a top five cloud leader,” said Charles M. Boesenberg, chairman of the board, CallidusCloud.

"CallidusCloud is an incredible company with market-leading technology that helps companies make more money. I’m thrilled to join the team at this exciting time when the company is growing fast and bringing innovative solutions to large growing markets,” said Ms. Richardson.

Previously, Ms. Richardson held a variety of executive positions at Flex, a global electronics manufacturing services provider, including business unit VP and General Manager. She holds a BS in Industrial Engineering from Purdue University and an Executive MBA from Pepperdine.

CallidusCloud is also announcing the retirement of Michele Vion Choka from its board of directors, effective February 2, 2017. Michele has served on CallidusCloud’s board of directors since 2005 including holding the role of chairperson of the Compensation Committee.

“Michele has served on the board for nearly 12 years now and has been a key part of our successful transformation to a global SaaS leader. I have greatly enjoyed working with her and

appreciate all of her support and dedication. We wish her well for the future,” continued Mr. Boesenberg.

About CallidusCloudCallidus 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.

©2017 Callidus Software Inc. All rights reserved. Callidus, Callidus Software, the Callidus Software logo, CallidusCloud, the CallidusCloud logo, Badgeville, BridgeFront, Clicktools, Datahug, iCentera, Lead to Money, LeadFormix, LeadRocket, Learnpass, Litmos, the Litmos logo, Producer Pro, SalesGenius, Surve, Syncfrog, Thunderbridge, and ViewCentral are trademarks, service marks, or registered trademarks of Callidus Software Inc. and its affiliates in the United States and other countries.

Press Contact:

Giles House

CallidusCloud

925-251-2200

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