DEF 14A 1 def14a.htm DEF 14A egan_Current folio_DEF14A

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ◻

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Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

 

eGain Corporation

(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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eGAIN

CORPORATION

1252 Borregas Avenue

Sunnyvale, CA 94089

(408) 636-4500

October 16, 2017

Dear Stockholder:

 

You are cordially invited to attend the Annual Meeting of Stockholders of eGain Corporation that will be held on November 21, 2017, at 1:00 P.M., Pacific Time, at eGain Corporation – 1252 Borregas Avenue, Sunnyvale, CA 94089.

 

The formal notice of the Annual Meeting and the Proxy Statement has been made a part of this invitation.

 

After reading the Proxy Statement, please mark, date, sign and return, at an early date, the enclosed proxy in the enclosed prepaid envelope, to ensure that your shares will be represented. YOUR SHARES MAY NOT BE VOTED WITH RESPECT TO EACH OF THE PROPOSALS UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY OR ATTEND THE ANNUAL MEETING IN PERSON.

 

A copy of eGain’s 2017 Annual Report to Stockholders on Form 10-K is also enclosed.

 

The Board of Directors and management look forward to seeing you at the Annual Meeting.

 

 

 

 

 

Sincerely yours,

 

Picture 7

 

Ashutosh Roy

 

Chief Executive Officer

 

 

 

 

 


 

 

eGAIN CORPORATION

 


Notice of Annual Meeting of Stockholders

to be held November 21, 2017

 


To the Stockholders of eGain Corporation:

 

The Annual Meeting of Stockholders, or the Annual Meeting, of eGain Corporation, or eGain, a Delaware corporation, will be held at eGain Corporation – 1252 Borregas Avenue, Sunnyvale, CA 94089, on November 21, 2017, at 1:00 P.M., Pacific Time, for the following purposes:

 

1.

to elect directors to serve until the 2018 Annual Meeting of Stockholders and thereafter until their successors are elected and qualified;

2.

to approve the 2017 Employee Stock Purchase Plan;

3.

to ratify the appointment of BPM LLP, as eGain’s Independent Registered Public Accounting Firm; and

4.

to transact such other business as may properly come before the Annual Meeting and any adjournment of the Annual Meeting.

 

Stockholders of record as of the close of business on September 29, 2017 are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. A complete list of stockholders entitled to vote at the Annual Meeting will be available at eGain’s offices, 1252 Borregas Avenue, Sunnyvale, California 94089, ten days prior to the Annual Meeting.

 

It is important that your shares are represented at the Annual Meeting. Even if you plan to attend the Annual Meeting, we hope that you will promptly mark, sign, date and return the enclosed proxy. This will not limit your right to attend or vote at the Annual Meeting.

 

 

 

 

By Order of the Board of Directors,

 

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Stanley F. Pierson

 

Secretary

 

Sunnyvale, California

October 16, 2017

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be held on November 21, 2017.

 

The Proxy Statement for our Annual Meeting and eGain’s Annual Report to Stockholders on Form 10-K for the fiscal year ended June 30, 2017, or the 2017 Annual Report, are available on our website at http://www.egain.com.  

 

 

 


 

 

 

 

eGAIN CORPORATION

1252 Borregas Avenue,

Sunnyvale, California 94089

 

 

PROXY STATEMENT

 

 

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of eGain Corporation,  a Delaware corporation, referred to as eGain or the Company, of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of eGain, or the Annual Meeting, to be held at eGain Corporation – 1252 Borregas Avenue, Sunnyvale, CA 94089,  on November 21, 2017 at 1:00 P.M., Pacific Time, and any postponement or adjournment thereof. The shares represented by the proxies received in response to this solicitation and not properly revoked will be voted at the Annual Meeting in accordance with the instructions therein. A  stockholder who has given a  proxy may revoke it at any time before it is exercised by filing with the Secretary of eGain a written revocation or a  duly executed proxy bearing a  later date or by voting in person at the Annual Meeting. On the matters coming before the Annual Meeting for which a  choice has been specified by a  stockholder by means of the ballot on the proxy, the shares will be voted accordingly. If no choice is specified, the shares will be voted in accordance with the recommendations of the Board of Directors set forth below.

 

The Board of Directors recommends that you vote:

 

“FOR” the election of each of the nominated directors;

“FOR” the approval of the 2017 Employee Stock Purchase Plan; and

“FOR” the ratification of BPM LLP, as eGain’s Independent Registered Public Accounting Firm.

 

Stockholders of record at the close of business on September 29, 2017, or the Record Date, are entitled to vote at the Annual Meeting. As of the close of business on the Record Date, eGain had 27,230,571 shares of Common Stock, $0.001 par value, or the Common Stock, outstanding. The presence in person or by proxy of the holders of a  majority of eGain’s outstanding shares of Common Stock constitutes a quorum for the transaction of business at the Annual Meeting. Each holder of Common Stock is entitled to one vote for each share held as of the Record Date.

 

Directors are elected by a plurality vote. The five nominees for director who receive the most votes cast in their favor will be elected to serve as  a director. Other proposals submitted for stockholder approval at the Annual Meeting will be decided by the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions with respect to any proposal are treated as shares present or represented and entitled to vote on that proposal and thus have the same effect as negative votes. If  a broker which is the record holder of shares indicates on a proxy that it does not have discretionary authority to vote on  a particular proposal as to such shares, or if shares are not voted in other circumstances in which proxy authority is defective or has been withheld with respect to a particular proposal, these non-voted shares will be counted for quorum purposes but are not deemed to be present or represented for purposes of determining whether stockholder approval of that proposal has been obtained.

 

The expense of printing, mailing proxy materials and solicitation of proxies will be borne by eGain. eGain will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation materials to beneficial owners of eGain’s Common Stock. No additional compensation will be paid to such persons for such solicitation.

 

This Proxy Statement, the accompanying form of proxy and the 2017 Annual Report, including our consolidated financial statements, are being mailed to stockholders on or about October 16, 2017.

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IMPORTANT

 

Please mark, sign and date the enclosed proxy and return it at your earliest convenience in the enclosed postage-paid return envelope so that, whether you intend to be present at the Annual Meeting or not, your shares can be voted. This will not limit your rights to attend or vote at the Annual Meeting.

 

 

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PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

 

Our Board of Directors proposes the election of five directors of eGain to serve until the 2018 Annual Meeting of Stockholders and thereafter until their successors are elected and qualified. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event not now anticipated, proxies will be voted for any nominee designated by our Board of Directors to fill the vacancy.

 

The names of the nominees and certain biographical information about them are set forth below:

 

Ashutosh Roy, age 51, co-founded eGain and has served as Chief Executive Officer and a director of eGain since September 1997 and as President since October 2003. Mr. Roy is also currently a member of the Board of Directors at VitreosHealth and at Rhombus Power, each a privately-held software startup company. From May 1995 through April 1997, Mr. Roy served as Chairman of WhoWhere? Inc., an Internet-services company co-founded by Mr. Roy. From June 1994 to April 1995, Mr. Roy co-founded Parsec Technologies, a call center company based in New Delhi, India. From August 1988 to August 1992, Mr. Roy worked as a software engineer at Digital Equipment Corporation. Mr. Roy holds a B.S. in Computer Science from the Indian Institute of Technology, New Delhi, a master’s degree in Computer Science from Johns Hopkins University and an M.B.A. from Stanford University. Mr. Roy’s qualifications to serve on our Board of Directors include his industry experience and deep knowledge of eGain from his position as a founder of our Company and as our Chief Executive Officer for over 20 years.

 

Gunjan Sinha, age 50, co-founded eGain and has served as a Director of eGain since inception in September 1997 and as President of eGain from January 1, 1998 until September 30, 2003. Since October 1, 2003, Mr. Sinha has served as Executive Chairman of MetricStream Inc., a supplier of software applications for enterprise quality and compliance management. From May 1995 through April 1997, Mr. Sinha served as President of WhoWhere? Inc., an Internet-                      services company co-founded by Mr. Sinha. Prior to co-founding WhoWhere? Inc., Mr. Sinha was a hardware developer of multiprocessor servers at Olivetti Advanced Technology Center. In June 1994, Mr. Sinha co-founded Parsec Technologies, Inc. Mr. Sinha also serves as Chairman of Regalix, a digital marketing company since 1998 and as Chairman of Open Growth, LLC, a technology holding company since January 2014. Mr. Sinha holds a degree in Computer Science from the Indian Institute of Technology, New Delhi, a master’s degree in Computer Science from the University of California, Santa Cruz, and a master’s degree in Engineering Management from Stanford University. Mr. Sinha’s qualifications to serve on our Board of Directors include his extensive experience founding, managing and investing in technology companies and deep knowledge of the Company gained from his position as a founder of our Company and as a former officer of the Company.

 

Phiroz P. Darukhanavala, age 69, also known as Daru, has served as a member of eGain’s Board of Directors since September 2000. Dr. Phiroz Darukhanavala, has an extensive global background in the oil and gas industry including exploration, production, refining, retail and marketing; holding several technology, operational and strategy leadership positions at BP. In February 2015, he retired from BP as Vice President and Chief Technology Officer, a position he has held since June 2010. Previously, Dr. Darukhanavala was Vice President, Merger and Integration at BP where he led the IT integration programs resulting from the merger of BP, Amoco and Arco. Earlier in his BP career, Dr. Darukhanavala was the IT Functional Chief at BP Exploration in London; CIO for BP Retail, the CIO of BP Alaska, CIO for BP Exploration US, and the Head of Scientific Systems and Operations Research at SOHIO. In addition to his contributions running large scale, complex businesses, he has gained a high level strategic perspective as a Board Director for several companies, as well as board roles for high profile industry associations and universities. Dr. Darukhanavala holds a Ph.D. and a M.S. degree in Operations Research from Case Western Reserve University in Cleveland, Ohio and a BS in Mechanical Engineering from IIT (Bombay). Dr. Darukhanavala’s qualifications to serve on our Board of Directors include his business financial expertise and his extensive management experience.

 

Brett Shockley, age 58, joined eGain’s Board of Directors effective January 1, 2015. Mr. Shockley currently provides strategy and corporate development consulting for software and cloud based services companies. From August 2008 to

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December 2014, Mr. Shockley held numerous positions at Avaya, a global provider of business collaboration and communications solutions, including Senior Vice President and General Manager of Software and Emerging Technologies, and Senior Vice President of Corporate Development, Strategy and Chief Technology Officer. Before joining Avaya, Mr. Shockley was the Chief Executive Officer and co-founder of Spanlink Communications, a contact center software and services business, which he brought through an initial public offering on Nasdaq. In 2007, Mr. Shockley co-founded Calabrio, a workforce optimization software company which was acquired by KKR in 2016. Prior to Calabrio, Mr. Shockley was the Vice President and General Manager of Cisco’s Customer Contact Business Unit. In addition to holding patents in social networking and telecommunications, Mr. Shockley has an M.B.A. in Marketing from the University of Minnesota’s Carlson School of Management and a bachelor’s degree in Mechanical Engineering from the University of Minnesota’s Institute of Technology. Mr. Shockley attended the Stanford University’s Directors Consortium in 2017. Mr. Shockley was a 2007 Ernst & Young Entrepreneur of the Year award winner, University of Minnesota Alumni Lifetime Achievement award winner in 2006 and 2008 Minnesota High Tech Association Emerging Technology Company award winner.  Mr. Shockley’s qualifications to serve on our Board of Directors include his extensive experience founding, managing, investing and serving as a Director in public and private technology companies, and deep knowledge of the Company’s industry.

Christine Russell, age 68, joined eGain’s Board of Directors effective February 24, 2017. Ms. Russell was the Chief Financial Officer of Uni-Pixel, Inc. (Nasdaq: UNXL), a company that develops and markets high performance metal mesh capacitive touch sensors, from May 2015 to August 2017, the Chief Financial Officer of Vendavo, Inc., a SaaS model pricing optimization enterprise software company, from May 2014 to March 2015, and the Chief Financial Officer of Evans Analytical Group, a leading international provider of materials characterization and microelectronic failure analysis and “release to production” services, from May 2009 to September 2013. Ms. Russell serves as a director and chair of the audit committee of the board of directors of QuickLogic Corporation (Nasdaq: QUIK), a fabless semiconductor company, since June 2005. Ms. Russell served as a director of Silicon Valley Directors’ Exchange (SVDX) and also served as president of Financial Executives International (Silicon Valley Chapter), and emeritus member of the business school advisory board at Santa Clara University, Leavey School of Business. Ms. Russell holds a B.A. degree and an M.B.A. in finance from Santa Clara University. We believe that Ms. Russell’s extensive experience including serving as the Chief Financial Officer and other finance positions at five publicly traded companies, two private equity backed firms and a number of venture capital backed companies for over the past 30 years qualifies her to serve on our Board of Directors.

 

Director Independence

 

Our Board of Directors has determined that, except for Mr. Roy, each individual who currently serves as a member of our Board of Directors is an “independent director” within the meaning of the rules of The Nasdaq Stock Market and the Securities and Exchange Commission. Mr. Roy is not considered independent as he is employed by eGain as its Chief Executive Officer.

 

Board Leadership

 

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board of Directors believes it is in the best interests of eGain and its stockholders to evaluate such roles from time to time based on the composition of the Board of Directors and on the input from our independent directors. The Board of Directors has determined that having eGain’s Chief Executive Officer serve as Chairman of the Board is in the best interests of the Company’s stockholders at this time. This structure makes the best use of the Chief Executive Officer’s extensive knowledge of the Company and its industry, as well as fosters greater communication between the Company’s management and the Board of Directors.

 

The Board of Directors also recognized the importance of strong independent board leadership. For that reason, on September 1, 2017, the Board of Directors established the position and responsibilities of Lead Independent Director. Effective September 1, 2017, the Board of Directors elected Mr. Shockley to serve as the Lead Independent Director.

 

Board of Directors - Risk Oversight

 

Companies, including eGain, face a variety of risks, including credit risk, liquidity risk, currency exchange risk and operational risk. For a detailed discussion of these risks, we encourage you to review our 2017 Annual Report. Our Board

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of Directors believes an effective risk management system will timely identify the material risks that eGain faces and communicate necessary information with respect to material risks to senior executives. As appropriate, our Board of Directors or its relevant committees have in the past and will in the future implement risk management strategies consistent with the Company’s risk profile and integrate risk management into the Company’s decision-making.

 

Our Board of Directors retains ultimate oversight over the Company’s risk management. Our Audit Committee takes an active role in overseeing company-wide risk management and discusses risk management processes with our Board of Directors. The Compensation Committee also oversees the Company’s compensation policies and practices to ensure that the Company’s compensation policies and practices do not motivate imprudent risk taking. In addition, our Board of Directors encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. Our Board of Directors, with the input of the Company’s executive officers, assesses likely areas of future risk for the Company on an on-going basis.

 

Board Meetings and Committees

 

Our Board of Directors held six meetings during fiscal year 2017. Each director attended or participated in 75% or more of the meetings of our Board of Directors and of the committees on which such director served during fiscal year 2017. Ashutosh Roy, Gunjan Sinha and Dr. Phiroz Darukhanavala attended the 2016 annual meeting of stockholders. While we do not have a formal policy on attendance at the Annual Meeting, eGain encourages each of the members of its Board of Directors to attend the Company’s Annual Meeting of Stockholders.

 

Our Board of Directors has appointed a Compensation Committee, a Stock Option Committee, a Nominating and Corporate Governance Committee and an Audit Committee.

 

The members of the Compensation Committee for fiscal year 2017 were independent directors Gunjan Sinha and Brett Shockley. David Scott, a non-employee director, served as a member of the Compensation Committee until his resignation as a director of the Company on February 24, 2017. The Compensation Committee held one meeting during fiscal year 2017. The Compensation Committee’s functions are to assist in the implementation of, and provide recommendations with respect to, general and specific compensation policies and practices of eGain. The Compensation Committee operates under the Compensation Committee Charter adopted by our Board of Directors. The charter is available at the Company’s website at: http://hd.egain.com/wp-content/uploads/2012/11/egain_compensation_charter.pdf.

 

The members of the Stock Option Committee for the fiscal year 2017 were Ashutosh Roy, Gunjan Sinha and Brett Shockley. The Stock Option Committee met or took action by written consent on 10 occasions in fiscal year 2017. The Stock Option Committee’s functions are to grant options to eGain’s employees and other service providers, consistent with eGain’s compensation policies and practices.

 

The members of the Nominating and Corporate Governance Committee for fiscal year 2017 were independent directors Dr. Phiroz Darukhanavala and Brett Shockley. David Scott served as a member of the Nominating and Corporate Governance Committee until his resignation as a director of the Company on February 24, 2017. The Nominating and Corporate Governance Committee held one meeting during fiscal year 2017. The Nominating and Corporate Governance Committee’s primary functions are to seek and recommend to our Board of Directors qualified candidates for election to our Board of Directors and to oversee matters of corporate governance, including the evaluation of our Board of Directors’ performance and processes as well as the assignment and rotation of members on the committees established by the Board of Directors. The Nominating and Corporate Governance Committee operates under the Nominating and Corporate Governance Committee Charter adopted by our Board of Directors. The charter is available at the Company’s website at: http://hd.egain.com/wp-content/uploads/2012/11/egain_nominating_governance_charter.pdf.

 

The members of the Audit Committee for fiscal year 2017 were independent directors Christine Russell, Gunjan Sinha and Dr. Phiroz Darukhanavala. Prior to Ms. Russell’s appointment, David Scott was a member of the Audit Committee and was the “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission, until his resignation as a director of the Company on February 24, 2017. Christine Russell is currently the “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission. The Audit Committee held four meetings during fiscal year 2017. The Audit Committee’s functions are to review the scope of the annual audit, monitor the

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Independent Registered Public Accounting Firm’s relationship with eGain, advise and assist the Board of Directors in evaluating the Independent Registered Public Accounting Firm’s examination, supervise eGain’s financial and accounting organization and financial reporting, and nominate, for approval of the Board of Directors, the Independent Registered Public Accounting Firm whose duty it is to audit the financial statements of eGain for the fiscal year for which it is appointed. The Audit Committee operates under the Audit Committee Charter adopted by our Board of Directors. The charter is available at the Company’s website at: http://hd.egain.com/wp-content/uploads/2012/11/egain_audit_charter.pdf.

 

Stockholder Communications with the Board of Directors

 

If you wish to communicate with the Board of Directors, you may send your communications in writing to: Secretary, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089. You must include your name and address in the written communication and indicate whether or not you are a stockholder of the Company. The Secretary will review any communications received from a stockholder, and all material communications from stockholders will be forwarded to the appropriate director or directors or committee of the Board of Directors based on the subject matter.

 

Code of Ethics

 

Our Board of Directors approved a code of ethics applicable to the Board of Directors, senior management including financial officers, and all other employees. The Code of Ethics and Business Conduct, or the Code of Ethics, includes standards intended to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports filed with the Securities and Exchange Commission; compliance with laws; prompt internal reporting of violations of the Code of Ethics; and accountability for the adherence to the Code of Ethics. The Code of Ethics is available on the Company’s website at http://hd.egain.com/wp-content/uploads/corporate/egain_code_ethics.pdf. Copies of the Code of Ethics are also available in print upon written request to: Secretary, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089.

 

Director Qualifications

 

The Nominating and Corporate Governance Committee periodically reviews with our Board of Directors the appropriate skills and characteristics required of members of the Board of Directors given the current composition of the Board of Directors. Although we have no formal diversity policy for members of our Board of Directors, the Board of Directors and the Nominating and Corporate Governance Committee believe that our Board of Directors should be comprised of individuals who have a diversity of backgrounds, leadership qualities, a record of success in their arena of activity and who can make substantial contributions to the operations of the Board of Directors. The assessment of Board of Directors candidates includes, but is not limited to, consideration of relevant industry experience, relevant financial experience, general business experience and compliance with independence and other qualifications necessary to comply with any applicable corporate and securities laws and the rules and regulations thereunder. Specific consideration shall also be given to: contributions valuable to the business community; personal qualities of leadership, character, and judgment whether the candidate possesses and maintains throughout his or her service on the Board of Directors, a reputation in the community at large, of integrity, competence and adherence to the highest ethical standards; relevant knowledge and diversity of background and experience in such things as business, software development, manufacturing, technology, finance and accounting, marketing, international business, government and the like; or whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at all meetings. Other than the foregoing, there are no stated minimum criteria for director nominees. The Nominating and Corporate Governance Committee does, however, believe it is appropriate for at least one, and preferably multiple, members of the Board of Directors to meet the criteria for an “audit committee financial expert” as defined by Securities and Exchange Commission rules, and that a majority of the members of the Board of Directors meet the definition of “independent director” under the rules of The Nasdaq Stock Market. The Nominating and Corporate Governance Committee also believes it is appropriate for certain members of management to serve on the Board of Directors. When evaluating a candidate for the Board of Directors, the Nominating and Corporate Governance Committee does not assign specific weight to any of these factors nor does it believe that all of the criteria necessarily apply to every candidate. A director’s qualifications in light of the above-mentioned criteria are considered at least each time the director is nominated or re-nominated for Board of Directors membership.

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Identifying and Evaluating Director Nominees

 

The Nominating and Corporate Governance Committee considers candidates for Board of Directors membership suggested by members of the Board of Directors and management of eGain. The Nominating and Corporate Governance Committee will consider persons recommended by eGain’s stockholders in the same manner as a nominee recommended by members of the Board of Directors or management. A stockholder who wishes to suggest a prospective nominee for the Board of Directors should notify eGain’s Secretary or any member of the Nominating and Corporate Governance Committee in writing with any supporting material the stockholder considers appropriate. After completing the evaluation and review, the Nominating and Corporate Governance Committee makes a recommendation to our full Board of Directors as to the person who should be nominated to the Board of Directors, and our Board of Directors considers the nominee after evaluating the recommendation and report of the Nominating and Corporate Governance Committee. Each director candidate recommended for election at this year’s Annual Meeting is an existing director, seeking re-election to the Board of Directors.

 

In addition, our Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to our Board of Directors at our annual meeting of stockholders. In order to nominate a candidate for director, a stockholder must give timely notice in writing to eGain’s Secretary and otherwise comply with the provisions of our Bylaws. To be timely, our Bylaws provide that we must have received the stockholder’s notice not less than 120 days prior to any meeting called for the election of directors; however, if we have not given 100 days’ notice, we must have received the stockholder’s notice not later than the close of business on the 7th day following the day on which notice was given. Information required by the Bylaws to be in the notice includes (a) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (b) the principal occupation or employment of each such nominee, (c) the number of shares of our common stock which are beneficially owned by each such nominee and by the nominating stockholder, and (d) any other information concerning the nominee that must be disclosed of nominees in proxy solicitations regulated by Regulation 14A of the Securities Exchange Act of 1934, as amended.

 

Stockholder nominations must be made in accordance with the procedures outlined in, and include the information required by, our Bylaws and must be addressed to: Secretary, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089. You can obtain a copy of our Bylaws by writing to the Secretary at this address.

 

Director Compensation

 

Mr. Shockley and Ms. Russell are the only non-employee directors who received a fee for fiscal year 2017, which was $50,000 per year, paid quarterly, for their respective services on the Board of Directors. Directors are reimbursed for their expenses for each meeting attended.

 

The following table details the compensation paid to non-employee directors during fiscal year 2017:

 

 

 

 

 

 

 

 

 

 

Cash Awards

 

Options Awards

 

Total

Name (1)

    

($)

    

($) (2)

    

($)

Gunjan Sinha

 

 —

 

 —

 

 —

Phiroz P. Darukhanavala

 

 —

 

 —

 

 —

Brett Shockley

 

50,000

 

 —

 

50,000

Christine Russell

 

17,411

 

13,200

 

30,611

David Scott

 

 —

 

 —

 

 —


(1)

Mr. Roy, eGain’s Chief Executive Officer and Chairman of the Board, is not included in the table as he is an employee of eGain and received no compensation for his services as Chairman of the Board.    The compensation received by Mr. Roy is shown in the Summary Compensation Table on page 17. On February 24, 2017, Mr. Scott resigned as director and Ms. Russell was appointed a director of the Board of Directors.

(2)

Amounts reported represent the compensation recognized for financial reporting purposes for the fiscal year 2017, 

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in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in our 2017 Annual Report.

The following table provides information on the outstanding option awards for each of the non-employee directors as of June 30, 2017:

 

 

 

 

 

 

 

 

 

 

Number of Options

 

 

 

 

 

 

Unexercised

 

Option Grant

 

Option Expiration

Name

    

(#)

    

Price ($)

    

Date

Gunjan Sinha

 

500

 

13.40

 

11/08/2023

 

 

500

 

5.31

 

11/07/2024

 

 

500

 

4.34

 

11/06/2025

Total

 

1,500

 

 

 

 

 

 

 

 

 

 

 

Phiroz P. Darukhanavala

 

1,000

 

0.85

 

06/09/2018

 

 

1,000

 

1.05

 

01/08/2020

 

 

500

 

1.15

 

11/12/2020

 

 

50,000

 

1.50

 

02/03/2021

 

 

500

 

5.55

 

11/11/2021

 

 

500

 

4.42

 

11/12/2022

 

 

500

 

13.40

 

11/08/2023

 

 

500

 

5.31

 

11/07/2024

 

 

500

 

4.34

 

11/06/2025

Total

 

55,000

 

 

 

 

 

 

 

 

 

 

 

Brett Shockley

 

50,000

 

3.74

 

05/15/2025

 

 

500

 

4.34

 

11/06/2025

Total

 

50,500

 

 

 

 

 

 

 

 

 

 

 

Christine Russell

 

50,000

 

1.80

 

02/24/2027

Total

 

50,000

 

 

 

 

 

 

 

 

 

 

 

David Scott (1)

 

50,000

 

3.89

 

09/23/2025

Total

 

50,000

 

 

 

 

 

(1)

Mr. Scott’s options expired unexercised following his resignation as a director of the Company on February 24, 2017.

 

Following fiscal year 2017, on September 19, 2017, the Board of Directors approved cash and equity compensation for non-employee directors, including an annual fee of $50,000 in cash payable quarterly to its non-employee directors, an additional annual fee of $10,000 payable quarterly to Mr. Shockley for service as the Lead Independent Director and the grant of options to purchase 70,000 shares, 70,000 shares, 26,250 shares and 62,291 shares of common stock to Mr. Sinha, Mr. Darukhanavala, Ms. Russell and Mr. Shockley, respectively, in each case of the foregoing, with effect from September 1, 2017.

 

Compensation Committee Interlocks and Insider Participation

Messrs. Sinha and Shockley, each of whom are non-employee directors, served as members of the Compensation Committee in fiscal year 2017. None of eGain’s executive officers serves as a member of the Board of Directors or Compensation Committee of any entity that has one or more of its executive officers serving as a member of eGain’s Board of Directors or Compensation Committee.

 

 

11


 

 

Stock Performance Graph

 

The following information is not deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

 

Set forth below is a line graph showing the cumulative total stockholder return (change in stock price plus reinvested dividends) assuming the investment of $100 on June 30, 2012 in each of our common stock, the Nasdaq Market Index and the S&P Software & Services Select Industry Index for the period commencing on June 30, 2012 and ending on June 30, 2017. The comparisons in the table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of future performance of our common stock.

 

COMPARISON OF CUMULATIVE TOTAL RETURN 

AMONG eGAIN CORPORATION, 

NASDAQ MARKET INDEX AND S&P SOFTWARE & SERVICES SELECT INDUSTRY INDEX 

Picture 16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

06-30-13

    

06-30-14

    

06-30-15

    

06-30-16

    

06-30-17

eGain Corporation

 

$

100.00

 

$

70.37

 

$

52.08

 

$

29.31

 

$

17.15

Nasdaq Composite

 

$

100.00

 

$

131.17

 

$

150.10

 

$

147.58

 

$

189.34

S&P Software & Services Select Industry Index

 

$

100.00

 

$

124.67

 

$

144.92

 

$

144.55

 

$

180.53

 

Required Vote

 

Approval of the election as director of each of the nominees set forth above requires a plurality vote. The five nominees for director who receive the most votes cast in their favor will be elected to serve as a director.

 

Our Board of Directors recommends a vote “FOR” election as director of each of the nominees set forth above.

 

12


 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information concerning the beneficial ownership of Common Stock of eGain as of September 29, 2017 for the following:

 

·

each person or entity who is known by eGain to own beneficially more than 5% of the outstanding shares of Common Stock;

·

each of our named executive offers included in the 2017 summary compensation table; and

·

each of eGain’s current directors and current executive officers as a group.

 

Unless otherwise noted, the address of each named beneficial owner is that of eGain.

 

The percentage ownership is based on 27,230,571 shares of eGain Common Stock outstanding as of September 29, 2017. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Common Stock subject to options and warrants held by that person (and only that person) that are currently exercisable or exercisable within sixty (60) days after September 29, 2017. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. In addition to our Chief Executive Officer and Chief Financial Officer, we had only three named executive officers during fiscal year 2017.

 

 

 

 

 

 

 

 

Amount and Nature of

 

Percentage of Common Stock

Name and Address of Beneficial Owner

    

Beneficial Ownership

    

Beneficially Owned

Certain Beneficial Owners:

 

 

 

 

Oaktop Capital Management II, L.P. (1)

 

2,036,843

 

7.5%

Live Oak Trust and affiliates (2)

 

1,822,861

 

6.7

Westerly Capital Management, LLC (3)

 

1,545,000

 

5.7

Nokomis Capital, L.L.C. (4)

 

1,540,658

 

5.7

 

 

 

 

 

Named Executive Officers and Directors:

 

 

 

 

Ashutosh Roy (5)

 

8,775,383

 

32.2

Gunjan Sinha (6)

 

1,050,420

 

3.9

Promod Narang (7)

 

417,854

 

1.5

Eric Smit (8)

 

278,678

 

1.0

Phiroz P. Darukhanavala (9)

 

57,916

 

*

David S. Scott (10)

 

 —

 

*

Brett Shockley (11)

 

38,511

 

*

Joseph Brown (12)

 

 —

 

*

Christine Russell (13)

 

10,468

 

*

Todd Woodstra (14)

 

 —

 

*

All current executive officers and directors as a group: (10 persons) (15)

 

10,629,230

 

39.0

 


*        Indicates less than one percent.

 

(1)

Based solely on a Schedule 13G filed on February 14, 2017. The mailing address of Oaktop Capital Management II, L.P. is One Main Street, Suite 202, Chatham, NJ 07928.

(2)

Based solely on a Schedule 13D filed on May 10, 2016. Consists of (i) 871,734 shares held by Live Oak Trust; (ii) 8,804 shares held by Keystone Group, L.P., Keystone MGP, L.L.C. is the general partner of Keystone Group, L.P.; (iii) 320 shares held by Stratton R. Heath III; (iv) 346,713 shares held by FW Private Investments, L.P., FW Investment Genpar MGP, LLC is the general partner of FW Investment Genpar, L.P., which is the general partner of FW Private Investments, L.P.; (v) 537,576 shares held by Capital Partnership, L.P., Group VI 31, L.L.C. is the sole member of Capital Genpar, L.L.C., which is the general partner of Capital Partnership, L.P (vi) 57,714 shares held by the J. Taylor Crandall Revocable Trust. J. Taylor Crandall is the sole member of Group VI 31 and trustee of the J.

13


 

 

Taylor Crandall Revocable Trust and may be deemed to have voting and dispositive power over such shares. Robert M. Bass is the manager of FW Investment Genpar MGP, LLC and co-trustee, along with Anne T. Bass of Live Oak Trust and may be deemed to have voting and dispositive power over such shares. The mailing address of Live Oak Trust and its affiliates is 201 Main Street, Suite 3100, Fort Worth, Texas 76102.

(3)

Based solely on a Schedule 13G filed on September 15, 2017. The mailing address of Westerly Capital Management, LLC is 201 Mission Street, Suite 580 San Francisco, CA 94105.

(4)

Based solely on a Schedule 13G filed on February 14, 2017. The mailing address of Nokomis Capital, L.L.C. is 2305 Cedar Springs Rd., Suite 420, Dallas, TX 75201.

(5)

Includes 369,792 shares subject to options exercisable within 60 days of September 29, 2017.

(6)

Includes 4,417 shares subject to options exercisable within 60 days of September 29, 2017.

(7)

Includes 153,749 shares subject to options exercisable within 60 days of September 29, 2017.

(8)

Includes 120,041 shares subject to options exercisable within 60 days of September 29, 2017.

(9)

Includes 57,916 shares subject to options exercisable within 60 days of September 29, 2017. 

(10)

Includes zero shares subject to options exercisable within 60 days of September 29, 2017.

(11)

Includes 38,511 shares subject to options exercisable within 60 days of September 29, 2017.

(12)

Includes zero shares subject to options exercisable within 60 days of September 29, 2017.

(13)

Includes 10,468 shares subject to options exercisable within 60 days of September 29, 2017.

(14)

Includes zero shares subject to options exercisable within 60 days of September 29, 2017.

(15)

Includes an aggregate of 754,894 shares subject to options exercisable within 60 days of September 29, 2017.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Under the securities laws of the United States, eGain’s directors, executive officers and any persons holding more than 10% of eGain’s Common Stock are required to report their initial ownership of eGain’s Common Stock and any subsequent changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established and eGain is required to identify in this Proxy Statement those persons who failed to timely file these reports. To the Company’s knowledge, based solely on a review of such reports furnished to the Company and written representations no other reports were required during the fiscal year.

 

14


 

 

EXECUTIVE COMPENSATION

 

Executive Officers

 

The following table sets forth information regarding eGain’s executive officers as of September 11, 2017:

 

 

 

 

 

 

Name

    

Age

    

Position

Ashutosh Roy

    

51

    

Chief Executive Officer and Chairman

Eric Smit

  

55

  

Chief Financial Officer

Promod Narang

  

59

  

Senior Vice President of Products and Engineering

Todd Woodstra

  

55

  

Senior Vice President of Global Sales

 

Ashutosh Roy co-founded eGain and has served as Chief Executive Officer and a director of eGain since September 1997 and as President since October 2003. Mr. Roy is also currently a member of the Board of Directors at VitreosHealth and at Rhombus Power, each a privately-held software startup company. From May 1995 through April 1997, Mr. Roy served as Chairman of WhoWhere? Inc., an Internet-services company co-founded by Mr. Roy. From June 1994 to April 1995, Mr. Roy co-founded Parsec Technologies, a call center company based in New Delhi, India. From August 1988, to August 1992, Mr. Roy worked as a Software Engineer at Digital Equipment Corporation. Mr. Roy holds a B.S. in Computer Science from the Indian Institute of Technology, New Delhi, a master’s degree in Computer Science from Johns Hopkins University and an M.B.A. from Stanford University.

 

Eric Smit has served as eGain’s Chief Financial Officer since August 2002. From April 2001 to July 2002, Mr. Smit served as Vice President, Operations of eGain. From June 1999 to April 2001, Mr. Smit served as Vice President, Finance and Administration of eGain. From June 1998 to June 1999, Mr. Smit served as Director of Finance of eGain. From December 1996 to May 1998, Mr. Smit served as Director of Finance for WhoWhere? Inc., an Internet-services company. From April 1993 to November 1996, Mr. Smit served as Vice President of Operations and Chief Financial Officer of Velocity Incorporated, a software game developer and publishing company. Mr. Smit holds a Bachelor of Commerce in Accounting from Rhodes University, South Africa.

 

Promod Narang has served as Senior Vice President of Products and Engineering of eGain since March 2000. Mr. Narang joined eGain in October 1998, and served as Director of Engineering prior to assuming his current position. Prior to joining eGain, Mr. Narang served as President of VMpro, a system software consulting company from September 1987 to October 1998. Mr. Narang holds a B.S. in Computer Science from Wayne State University.

 

Todd Woodstra has served as eGain’s Senior Vice President of Global Sales since August 2017. Prior to joining eGain, Mr. Woodstra was the Senior Vice President of Enterprise/Channels at Sparks Compass and the Senior Vice President of Enterprise Sales for Interactions LLC from January 2015 to February 2017 where he led enterprise customer sales focused on virtual assistant solutions. From November 2009 to July 2014, Mr. Woodstra was Vice President of Global Channel and Partner Alliances for Nuance Communications where he managed and executed business in channels and commercial enterprise, self-service, mobile, collaboration, unified communications, natural language speech recognition, voice biometrics, gesture technologies, inbound/outbound notification and voice-to-text transcription.

 

Compensation Discussion and Analysis

 

Company Philosophy on Compensation

 

The Compensation Committee of our Board of Directors is responsible for providing oversight and determining our executive compensation programs. To that end, our Compensation Committee reviews corporate performance relevant to the compensation of our executive officers and works with management to establish our executive compensation programs. The general philosophy of our executive compensation program is to:

 

·

encourage creation of stockholder value and achievement of strategic corporate objectives by providing management with long-term incentives through equity ownership by management;

15


 

 

·

provide a competitive total compensation package that enables us to attract and retain, on a long-term basis, high caliber personnel;

·

provide a total compensation opportunity that is competitive with companies in our industry, taking into account relative company size, performance and geographic location, as well as individual responsibilities and performance;

·

provide fair and internally consistent compensation; and

·

other relevant considerations such as rewarding extraordinary performance.

 

Our executive compensation program is designed to reward team accomplishments while promoting individual accountability. The combination of incentives is designed to balance annual operating objectives and eGain’s earnings’ performance with longer-term stockholder value creation.

 

Establishing Compensation

 

Recommendations for executive compensation are made by our Compensation Committee and approved by the independent members of our Board of Directors. The Compensation Committee may not delegate its authority in these matters to other persons. Our Compensation Committee typically reviews our executive officers’ compensation, including our named executive officers, on an annual basis. Our Compensation Committee determines the appropriate levels of compensation to recommend based primarily on:

 

·

competitive benchmarking consistent with our recruiting and retention goals;

·

internal consistency and fairness; and

·

other relevant considerations such as rewarding extraordinary performance.

 

To assist in the process of establishing executive compensation, our Compensation Committee reviews publicly available compensation information from a  group of peer companies located in the Silicon Valley. Our Compensation Committee recommends compensation for our Chief Executive Officer, which was set at $24 per annum at his request beginning October 2003, as further discussed below. With respect to our other named executive officers, our Compensation Committee reviews compensation that is recommended by our Chief Executive Officer.

 

Compensation Components

 

Our executive compensation program generally consists of three primary components: base salary, annual non-equity incentives and stock option awards. These primary compensation components are described in more detail below. 

 

Executive officers are also eligible to participate in all of our respective local employee benefits plans, such as medical insurance, life and disability insurance and our 401(k) retirement plan, in each case on the same basis as other employees.

 

We view the three primary components of executive compensation as related, but we do not believe that compensation should be derived entirely from one component, or that significant compensation from one component should necessarily reduce compensation from other components. Our Compensation Committee has not adopted  a formal or informal policy for allocating compensation between long-term and current compensation or between cash and non-cash compensation.

 

Base Salary

 

We provide our named executive officers with  a base salary to compensate them for services rendered during the fiscal year. We establish base salaries for our executives based on the scope of their responsibilities and experience and take into account competitive market compensation paid by companies in our peer group commensurate for similar responsibilities and positions. We believe that executive base salaries should be targeted to be within the range of salaries for similar positions at comparable companies, which is in line with our compensation philosophy, in order to best attract, retain and motivate our executives. In reviewing compensation of our peer companies, our Compensation Committee takes into account the annual revenues and market size of these companies and other relevant factors it deems appropriate. Our Compensation Committee attempts to establish compensation, particularly base salary, in the same comparable range that our revenues and market size fall when compared to these peer companies. In some cases, our executive compensation may rise above this range due to certain circumstances, such as a strong retention need or an extraordinary performance.

16


 

 

We note that the salary for our Chief Executive Officer, Ashutosh Roy, was set at a nominal amount of $24 per annum at his request beginning October 2003. Mr. Roy requested this reduction initially in connection with our cost reduction initiatives and more recently to assist in our investment efforts. As a  significant stockholder,  a substantial portion of Mr. Roy’s personal wealth is tied directly to the performance of eGain’s stock, which provides direct alignment with stockholder interests.

 

We attempt to review base salaries annually and adjust base salaries from time to time to ensure that our compensation programs remain competitive with market levels.

 

The base salary for each of our named executive officers in fiscal year 2017 was as follows:

 

 

 

 

 

Name

    

Base Salary

Ashutosh Roy

    

$

24

Eric Smit

  

$

250,000

Promod Narang

  

$

250,000

Joseph Brown

  

$

225,000

 

Following fiscal year 2017, on September 19, 2017, the Board of Directors approved an increase in Mr. Roy’s salary from $24 to $250,000 per annum with effect from September 1, 2017.

 

Annual Non-Equity Incentive Plan Compensation

 

Currently most eGain employees participate in either a non-equity incentive plan tied primarily to revenue or bookings metrics or, in the case of sales representatives and managers, a commission plan tied primarily to revenue and bookings metrics. The plans are designed to provide awards to employees as an incentive to contribute to eGain’s continued growth.

 

Amounts paid to our named executive officers pursuant to our non-equity incentive plan are contingent upon the attainment of certain performance targets established by our Compensation Committee and Board of Directors and are made in accordance with our executive compensation strategy. For fiscal year 2017, 100% of the target for each executive officer was tied to company performance. The performance targets may include:

 

·

financial metrics, such as new cloud and license bookings, annualized contract value, revenues, operating income, cash flow, cash balances, days sales outstanding and

·

business operational metrics, such as customer satisfaction, customer retention, operational efficiencies, product delivery and product quality.

 

Amounts paid to our named executive officers pursuant to our commission plan are contingent upon the attainment of certain sales targets established by our Compensation Committee and Board of Directors and are made in accordance with our executive compensation strategy. The sales targets include financial metrics such as license revenue, new hosting bookings and professional services invoiced.

 

Stock Option Awards

 

We believe the use of stock-based awards for our named executive officers is a strong compensation tool that encourages officers to act in a manner that leads to long-term company success. We believe this type of compensation aligns our executive officers’ performance with the interests of our long-term investors by rewarding our officers through equity appreciation. The stock-based incentive program for the entire Company, including executive officers, currently consists of stock option grants only, but we may introduce different types of equity awards or instruments to remain competitive in the compensation we pay our employees.

 

Our Stock Option Committee approves grants of proposed stock options awards and administers our stock option plans consistent with the compensation policies and practices as set by our Compensation Committee. Proposed stock option awards to our executive officers are presented to our entire Board of Directors for consideration. The Stock Option Committee normally grants options to executive officers upon the hiring of an executive officer, as part of an annual

17


 

 

review, and as special circumstances arise. The exercise price of our stock option awards is based on the closing price of our Common Stock on The Nasdaq Stock Market on the date such stock option award is approved. Except with respect to new hire grants, proposals for significant stock option awards to our executive officers are not considered during our established “blackout period,” which commences 20 days prior to the end of each fiscal quarter and ends the trading day following the announcement of earnings for such fiscal quarter. Except for such proposed stock option awards to our executive officers, we intend to grant options in accordance with the foregoing procedures without regard to the timing of the release of material non-public information, such as an earnings announcement.

 

Other Supplemental Benefits

 

In addition to the compensation opportunities we describe above, we also provide our named executive officers and other employees with benefits, such as medical insurance, life and disability insurance and our 401(k) retirement plan, in each case on the same basis as other employees.

 

Effective July 1, 2014, the Company began contributing 50% of employee contributions up to a maximum of 6% of the total employee salary contributions.

 

Defined Pension Plan

 

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us. We do not offer such qualified or non-qualified defined benefit plans to our executives because we believe that such defined benefit plans are not typical for similar companies in both our industry and geographic region. We may elect to adopt qualified or non-qualified defined benefit plans if our Compensation Committee and Board of Directors determine that doing so is in our best interests.

 

Change of Control Benefits

 

On November 2, 2015, the Board of Directors approved a form of change of control and severance agreement and authorized the Company to enter into that standard form agreement with several of the Company’s employees and executive officers, including named executive officers Eric Smit and Promod Narang, but not including, at this time, Ashutosh Roy, the Company’s Chief Executive Officer.

 

The form of change of control and severance agreement has an initial term of one year, which term automatically renews for additional one-year periods unless either party provides written notice of non-renewal at least 60 days prior to the date of automatic renewal and which term extends for one year from a “change of control,” as defined in the agreement. Pursuant to the agreement, if the individual is terminated by us without “cause” (as defined in the agreement), or terminates his or her employment for “good reason” (as defined in the agreement), each during a period not within two months prior to and ending 12 months following a change of control, or the “change of control period” (as defined in the agreement), he or she is entitled to 6 months of salary continuation from the termination date plus 50% of the individual’s target bonus in the year of termination and 6 months of accelerated vesting of any outstanding equity awards.

 

The receipt of the above-described benefits is subject to the individual executing a release of certain claims against us. Further, in either of the above situations the individual will also be reimbursed (or receive payments in lieu of such reimbursements) if he or she elects and pays to continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, for any premiums paid for continued health benefits for the individual and his or her eligible dependents until the earlier of (i) 6 months following the termination date or (ii) the date upon which the executive and his or her eligible dependents become covered under similar plans.

 

Non-qualified Deferred Compensation

 

None of our named executive officers participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. To date, we have not had  a significant reason to offer such non-qualified defined contribution plans or other deferred compensation plans. We may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if our Compensation Committee and Board of Directors determine that doing so is in our best interests.

18


 

 

 

Section 162(m) Treatment Regarding Performance-Based Equity Awards

 

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, we may not receive  a federal income tax deduction for compensation paid to our Chief Executive Officer, Chief Financial Officer or up to three additional executive officers whose total compensation is required to be reported in our Proxy Statement to the extent that any of these persons receives more than $1,000,000 in compensation in the taxable year. We intend to preserve the deductibility of compensation payable to our executives, although deductibility will be only one of the many factors considered in determining appropriate levels or modes of compensation.

 

19


 

 

COMPENSATION COMMITTEE REPORT

 

The following report of the Compensation Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by eGain under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this definitive proxy statement on Schedule 14A for the Annual Meeting, which is incorporated by reference in our 2017 Annual Report, each as filed with the Securities and Exchange Commission.

 

 

 

 

Respectfully submitted, 

 

Compensation Committee

 

Brett Shockley

 

Dr. Phiroz Darukhanavala 

 

 

 

 

 

2017 Summary Compensation Table

 

The following table summarizes information concerning compensation earned by eGain’s Chief Executive Officer (principal executive officer), Chief Financial Officer and each person who served as an executive officer during the fiscal year ended June 30, 2017. These individuals are referred to as the “named executive officers.”  No other individuals served as executive officers during fiscal year 2017.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Equity 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive

 

 

 

 

 

 

 

 

 

 

Option

 

 Plan

 

 

 

 

 

 

 

 

Salary

 

 Awards

 

Compensation

 

Other

 

Total

Name and Principal Position

    

Fiscal Year

    

($)

    

($) (1)

    

($) (2)

    

($) (3)

    

($)

Ashutosh Roy (4)

 

2017

 

24

 

 —

 

 —

 

 —

 

24

 Chief Executive Officer and Chairman

 

2016

 

24

 

 —

 

 —

 

 —

 

24

 

 

2015

 

24

 

66,621

 

 —

 

 —

 

66,645

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric Smit

 

2017

 

250,000

 

 —

 

35,000

 

3,550

 

288,550

 Chief Financial Officer

 

2016

 

250,000

 

 —

 

26,250

 

6,906

 

283,156

 

 

2015

 

227,500

 

137,686

 

 —

 

6,250

 

371,436

 

 

 

 

 

 

 

 

 

 

 

 

 

Promod Narang

 

2017

 

250,000

 

 —

 

35,000

 

7,125

 

292,125

 Senior Vice President of Products and Engineering

 

2016

 

225,480

 

 —

 

37,500

 

1,514

 

264,494

 

 

2015

 

212,500

 

183,581

 

 —

 

4,500

 

400,581

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph Brown (5)

 

2017

 

178,990

 

 —

 

 —

 

 —

 

178,990

 Senior Vice President of Worldwide Sales

 

2016

 

150,000

 

 —

 

115,137

 

1,000

 

266,137

 


(1)

Amounts reported represent the compensation recognized for financial reporting purposes for fiscal year 2017, in accordance with ASC 718, Compensation—Stock Compensation, excluding forfeitures, utilizing the assumptions discussed in Note 5 to our consolidated financial statements in our 2017 Annual Report. Fiscal year 2017 numbers are adjusted compared to 2016 numbers, based on forfeiture date and not vest date.

(2)

Reflects the amount approved by our Compensation Committee and Board of Directors as cash incentive to executive officers for fiscal year 2016 based upon satisfaction of the criteria established under our non-equity

20


 

 

incentive plan and commission plan. See “Compensation Components—Annual Non-Equity Incentive Plan Compensation” for a discussion on our plans in fiscal year 2016. We anticipate that our Chief Executive Officer will present his recommendations for Messrs. Smit and Narang’s non-equity incentive compensation for fiscal year 2017 to the Compensation Committee for approval in fiscal year 2017.

(3)

Amounts reported represent 401(k) employer matching contribution and certain medical reimbursement.

(4)

In October 2003, at the request of Mr. Roy, the Board of Directors reduced Mr. Roy’s salary to $24 per annum. Following fiscal year 2017, on September 19, 2017, the Board of Directors approved an increase in Mr. Roy’s salary from $24 to $250,000 per annum with effect from September 1, 2017.

(5)

Mr. Brown resigned as an executive officer on April 17, 2017. His 2017 salary represents amounts paid by the Company in fiscal year 2017 through his resignation.

 

Outstanding Equity Awards at Fiscal Year End

 

The following table provides information on the outstanding option awards held by each of our named executive officers as of June 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of 

 

 Securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

Underlying 

 

 

 

 

 

 

 

 

Options

 

Value Realized

 

 

 

Underlying 

 

Unexercised

 

Option

 

 

 

Option

 

 

Exercised

 

on Exercise

 

Grant

 

Unexercised

 

Options/ 

 

Exercise

 

 

 

Expiration

Name

    

(#)

    

($)

    

Date

    

Options

    

Unexercisable

    

Price ($)

    

 

    

Date

Ashutosh Roy

 

 —

 

 —

 

08/20/2009

 

161,459

 

 —

 

$

0.74

 

(1)

 

08/20/2019

 

 

 —

 

 —

 

02/28/2012

 

200,000

 

 —

 

$

5.28

 

(1)

 

02/28/2022

Total

 

 —

 

 —

 

 

 

361,459

 

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric Smit

 

 —

 

 —

 

08/20/2009

 

56,000

 

 —

 

$

0.74

 

(1)

 

08/20/2019

 

 

 —

 

 —

 

09/11/2014

 

51,562

 

23,438

 

$

6.29

 

(1)

 

09/11/2024

Total

 

 —

 

 —

 

 

 

107,562

 

23,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Promod Narang

 

 —

 

 —

 

08/20/2009

 

72,000

 

 —

 

$

0.74

 

(1)

 

08/20/2019

 

 

 —

 

 —

 

09/11/2014

 

66,666

 

33,334

 

$

6.29

 

(1)

 

09/11/2024

Total

 

 —

 

 —

 

 

 

138,666

 

33,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph Brown

 

 —

 

 —

 

6/23/2015

 

24,609

 

 —

 

$

4.99

 

(1)

 

6/23/2025

 

 

 —

 

 —

 

11/10/2016

 

6,152

 

 —

 

$

2.70

 

(1)

 

11/10/2026

Total

 

 —

 

 —

 

 

 

30,761

 

 —

 

 

 

 

 

 

 

 


(1)

Shares vest in equal monthly installments over 4 years.

 

2017 Options Exercised

 

None of our named executive officers during fiscal year 2017 acquired any shares upon exercise of options.

 

Equity Awards Issued After Fiscal Year End

 

Following fiscal year 2017, on September 19, 2017, the Board of Directors granted Messrs. Roy, Smit and Narang options to purchase 200,000 shares, 112,000 shares and 112,000 shares, respectively, of common stock at an exercise price of $2.50 per share, the closing price of the Company’s common stock on The Nasdaq Stock Market on the date of grant which vests in equal monthly increments over 48 months from September 1, 2017, subject to continued service.

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PROPOSAL 2

APPROVAL OF THE 2017 EMPLOYEE STOCK PURCHASE PLAN

Our Board of Directors adopted the eGain Corporation 2017 Employee Stock Purchase Plan, or ESPP, on October 16, 2017, to be effective on November 21, 2017, subject to the approval of stockholders at the Annual Meeting. The purpose of the ESPP is to provide eligible employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Common Stock from us at favorable terms and to pay for their purchases through payroll deductions. The ESPP will become a significant part of our overall equity compensation strategy (especially with respect to our non-executive employees) if it is approved by our stockholders. If our stockholders do not approve the ESPP, we may not be able to offer competitive compensation to existing employees and qualified candidates, and our ability to recruit or retain talented employees may be impaired. As is further explained under the heading “Summary of the ESPP’s Material Terms and Features—Shares Available for Issuance”, we will immediately reserve 400,000 shares of Common Stock for issuance under our ESPP and this reserve will be increased each of the first ten of our fiscal years after adoption of the ESPP.

 

 

Summary of the ESPP’s Material Terms and Features

 

 

The following summary of the principal features of the ESPP is qualified by reference to the terms of the ESPP, a copy of which is available without charge upon stockholder request to: Secretary, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089. The ESPP has also been filed electronically with the Securities and Exchange Commission together with this Proxy Statement and can be accessed on the Securities and Exchange Commission’s website at http://www.sec.gov.  

 

General.  The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, as amended, except as explained below under the heading “Summary of the ESPP’s Material Terms and Features—International Participation.”  During regularly scheduled “offerings” under the ESPP, participants will be able to request payroll deductions and then expend the accumulated deduction to purchase a number of shares of our Common Stock at a discount and in an amount determined in accordance with the ESPP’s terms. 

 

Shares Available for Issuance.  The ESPP will have 400,000 of our authorized but unissued or reacquired shares of Common Stock reserved for issuance under the plan, plus an additional number of shares to be reserved annually on the first day of each fiscal year for a period of not more than ten years, beginning on July 1, 2018, in an amount equal to the least of (i) one percent (1%) of the outstanding shares of Stock on such date, (ii) 300,000 shares, or (iii) a lesser amount determined by the Committee or Board.

 

Administration.  Except as noted below, our ESPP will be administered by the Compensation Committee of our Board of Directors. The Compensation Committee has the authority to construe, interpret and apply the terms of the ESPP, to determine eligibility, to establish such limitations and procedures as it determines are consistent with the ESPP and to adjudicate any disputed claims under the ESPP.

 

 

Eligibility.  Each full-time and part-time employee, including our officers and employee directors and employees of participating subsidiaries, who is employed by us on the day preceding the start of any offering period will be eligible to participate in the ESPP. Our ESPP requires that an employee customarily work more than 20 hours per week and more than 5 months per calendar year in order to be eligible to participate in the ESPP. Our ESPP will permit an eligible employee to purchase Common Stock through payroll deductions, which may not be more than 15% of the employee’s compensation, or such lower limit as may be determined by the Compensation Committee from time to time. However, no employee is eligible to participate in the ESPP if, immediately after electing to participate, the employee would own stock of the Company (including stock such employee may purchase under this plan or other outstanding options) representing 5% or more of the total combined voting power or value of all classes of our stock. No employee will be able to purchase more than 25,000 shares, or such number of shares as may be determined by the Compensation Committee with respect to a single offering period, or purchase period, if applicable. In addition, no employee is permitted to accrue, under the ESPP and all similar purchase plans of the Company or its subsidiaries, a right to purchase

22


 

 

stock of the Company having a value in excess of $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year. Employees will be able to withdraw their accumulated payroll deductions prior to the end of the offering period in accordance with the terms of the offering. Participation in our ESPP will end automatically on termination of employment with us.

 

 

Offering Periods and Purchase Price.  Our ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Compensation Committee may specify offerings with a duration of not more than 27 months, and may specify shorter purchase periods within each offering. During each purchase period, payroll deductions will accumulate, without interest. On the last day of the purchase period, accumulated payroll deductions will be used to purchase Common Stock for employees participating in the offering.

 

 

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of our Common Stock on either the offering date or on the purchase date, whichever is less. The fair market value of our Common Stock for this purpose will generally be the closing price on The Nasdaq Stock Market (or such other exchange as the Common Stock may be traded at the relevant time) for the date in question, or if such date is not a trading day, for the last trading day before the date in question.

 

 

Reset Feature.  The Compensation Committee may specify that if the fair market value of a share of our Common Stock on any purchase date within a particular offering period is less than or equal to the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employee in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date.

 

 

Changes to Capital Structure.  In the event that there is a specified type of change in our capital structure, such as a stock split, appropriate adjustments will be made to (a) the number of shares reserved under the ESPP, (b) the individual and aggregate participant share limitations described in the plan and (c) the price of shares that any participant has elected to purchase.

 

International Participation.  To provide us with greater flexibility in structuring our equity compensation programs for our non-U.S. employees, the ESPP also permits us to grant employees of our non-U.S. subsidiary entities rights to purchase shares of our Common Stock pursuant to other offering rules or sub-plans adopted by the Compensation Committee in order to achieve tax, securities law or other compliance objectives.  While the ESPP is intended to be a qualified “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, any such international sub-plans or offerings are not required to satisfy those U.S. tax code requirements and therefore may have terms that differ from the ESPP terms applicable in the U.S.  However, the international sub-plans or offerings are subject to the ESPP terms limiting the overall shares available for issuance, the maximum payroll deduction rate, maximum purchase price discount and maximum offering period length.

 

 

Corporate Reorganization.  Immediately before a corporate reorganization, the offering period and purchase period then in progress shall terminate and either Common Stock will be purchased with the accumulated payroll deductions or the accumulated payroll deductions will be refunded without occurrence of any Common Stock purchase, unless the surviving corporation (or its parent corporation) assumes the ESPP under the plan of merger or consolidation.

 

 

Amendment and Termination.  Our Board of Directors and Compensation Committee will each have the right to amend, suspend or terminate the ESPP at any time. Any increase in the aggregate number of shares of stock to be issued under the ESPP is subject to stockholder approval. Any other amendment is subject to stockholder approval only to the extent required under applicable law or regulation.

 

 

Certain Federal Income Tax Consequences of Participating in the ESPP 

 

The following brief summary of the effect of U.S. federal income taxation upon the participant and the Company with respect to the shares purchased under the ESPP does not purport to be complete, and does not discuss the tax

23


 

 

consequences of a participant’s death or the income tax laws of any state or non-U.S. jurisdiction in which the participant may reside.

 

 

The ESPP, and the right of U.S. participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant generally will be subject to tax in an amount that depends upon whether the sale occurs before or after expiration of the holding periods described in the following sentence. If the shares are sold or otherwise disposed of more than two years from the first day of the applicable offering and one year from the applicable date of purchase, the participant will recognize ordinary income measured as the lesser of (a) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price, or (b) the excess of the fair market value of a share on the offering date that the right was granted over the purchase price for the right as determined on the offering date. Any additional gain will be treated as long-term capital gain. If the shares are sold or otherwise disposed of before the expiration of either of these holding periods, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares have been held from the date of purchase. The Company generally is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized by participants upon a sale or disposition of shares prior to the expiration of the holding periods described above.

 

 

New Plan Benefits 

 

 

Purchase rights are subject to a participant’s discretion, including an employee’s decision not to participate in the ESPP, and awards under the ESPP are not determinable.  Directors who are not employees are not eligible to participate in, and will not receive any benefit under, the ESPP.

 

 

Required Vote 

 

 

Approval of the 2017 Employee Stock Purchase Plan requires the affirmative vote of a majority of the shares of present and voting at the Annual Meeting in person or by proxy.

 

Our Board of Directors recommends a vote “FOR” approval of the eGain Corporation 2017 Employee Stock Purchase Plan.

 

 

24


 

 

PROPOSAL 3

 

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Upon the recommendation of the Audit Committee, the Board of Directors has appointed the firm of BPM LLP, or BPM, as eGain’s Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2018, subject to ratification by the stockholders. BPM audited eGain’s consolidated financial statements for the fiscal year ended June 30, 2017. Representatives of BPM are expected to be present at the Annual Meeting. They will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

 

Principal Accounting Fees and Services

 

The aggregate fees for professional services by BPM the Company’s Independent Registered Public Accounting Firm in fiscal year 2017 and fiscal year 2016 for these various services to the Company and its subsidiaries were:

 

Audit Fees

 

The aggregate audit fees and expenses billed by BPM for professional services rendered for the audit of the Company’s annual consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting, reviews of the Company’s unaudited condensed consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that were provided in connection with statutory and regulatory filings, including Current Reports on Form 8-K, were approximately $446,000 for fiscal year 2017 and $540,000 for fiscal year 2016.

 

Audit-Related Fees

 

No fees for audit-related services were incurred in fiscal years 2017 and 2016.

 

Tax Fees

 

There were $35,000 and $38,000 of fees for tax transfer pricing services completed in fiscal year 2017 and 2016. 

 

All Other Fees

 

There were no other fees billed to the Company by BPM for the fiscal years 2017 and 2016 other than those reported in the categories above.

 

Policy on Pre-Approval of Retention of Independent Registered Public Accounting Firm

 

The engagement of BPM for non-audit accounting and tax services performed for the Company is limited to those circumstances where these services are considered integral to the audit services that it provides or in which there is another compelling rationale for using its services. Pursuant to the Sarbanes-Oxley Act of 2002, all audit and permitted non-audit services for which the Company engages BPM require pre-approval by the Audit Committee. The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the Company’s Independent Registered Public Accounting Firm. The percentage of Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees, out of all fees paid to BPM and all as approved by the Audit Committee in accordance with the policy, was 100% for fiscal year 2017.

 

 Required Vote

 

Ratification will require the affirmative vote of a majority of the shares present and voting at the Annual Meeting in person or by proxy. In the event ratification is not provided, the Board of Directors will review its future selection of eGain’s Independent Registered Public Accounting Firm but will not be required to select a different Independent Registered Public Accounting Firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the

25


 

 

appointment of a different Independent Registered Public Accounting Firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of our company and our stockholders.

 

Our Board of Directors recommends a vote “FOR” ratification of BPM LLP as eGain’s Independent Registered Public Accounting Firm.

 

 

26


 

 

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

The following report of the Audit Committee does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing by eGain under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

The Audit Committee of the Board of Directors, or the Audit Committee, operates under a written charter adopted by the Board of Directors. The current members of the Audit Committee are Christine Russell, Brett Shockley and Dr. Phiroz Darukhanavala, each of whom meets the independence standards established by The Nasdaq Stock Market.

 

The Audit Committee performs the following activities:

 

·

oversees eGain’s financial reporting process on behalf of the Board of Directors; and

·

provides independent, objective oversight of eGain’s accounting functions and internal controls.

 

The Audit Committee reviewed and discussed the audited consolidated financial statements contained in the 2017 Annual Report with eGain’s management and its Independent Registered Public Accounting Firm. Management is responsible for the consolidated financial statements and the reporting process, including the system of internal controls. The Independent Registered Public Accounting Firm is responsible for expressing an opinion on the material conformity of those consolidated financial statements with accounting principles generally acceptable in the United States.

 

The Audit Committee met privately with the Independent Registered Public Accounting Firm, and discussed issues deemed significant by the Independent Registered Public Accounting Firm, including those required by Public Company Accounting Oversight Board, or PCAOB, Auditing Standards No. 1301, Communications with Audit Committees about the quality (and not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates, judgments and the transparency of disclosures in the Company’s consolidated financial statements. In addition, the Audit Committee discussed with the Independent Registered Public Accounting Firm their independence from eGain and its management, including the matters in the written disclosures required by the applicable requirements of the PCAOB. The Audit Committee also considered BPM’s provision of non-audit services to eGain and determined that such provision of such services was compatible with maintaining the independence of BPM. BPM has provided the Audit Committee the written disclosures and the letter required by the applicable requirements of the PCAOB.  

 

In reliance on the reviews and discussions outlined above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the 2017 Annual Report, for filing with the Securities and Exchange Commission.

 

 

 

 

Audit Committee

 

 

 

Christine Russell

 

Brett Shockley

 

Dr. Phiroz Darukhanavala

 

27


 

 

RELATED PARTY TRANSACTIONS

 

Procedures for Approval of Related Party Transactions

 

It is eGain’s current policy that all transactions between eGain, on the one hand, and its officers, directors, 5% stockholders and affiliates, on the other hand, will be entered into only if these transactions are approved by a majority of the disinterested directors, are on terms no less favorable to eGain than could be obtained from unaffiliated parties and are reasonably expected to benefit eGain.

28


 

 

STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING

 

Proposals of stockholders of eGain that are intended to be presented by such stockholders at the Annual Meeting must be received by the Secretary of eGain no later than June 30, 2017 in order that they may be included in eGain’s proxy statement and form of proxy relating to that meeting.

 

A stockholder proposal not included in the eGain proxy statement for the 2017 Annual Meeting will be ineligible for presentation at the Annual Meeting unless the stockholder gives timely notice of the proposal in writing to the Secretary of eGain at the principal executive offices of eGain and otherwise complies with the provisions of its Bylaws. To be timely, eGain’s Bylaws provide that eGain must have received the stockholder’s notice not less than 50 days or more than 75 days prior to the scheduled date of such meeting. However, if notice or prior public disclosure of the date of the annual meeting is given or made to stockholders less than 65 days prior to the meeting date, eGain must receive the stockholder’s notice by the close of business on the 15th day after the earlier of the day eGain mailed notice of the annual meeting date or provided such public disclosure of the meeting date.

 

OTHER MATTERS

 

eGain knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.

 

eGain has adopted a process for mailing the 2017 Annual Report and Proxy Statement called “householding,” which has been approved by the Securities and Exchange Commission. Householding means that stockholders who share the same last name and address will receive only one copy of the 2017 Annual Report and Proxy Statement, unless eGain receives contrary instructions from any stockholder at that address. eGain will continue to mail a proxy card to each stockholder of record.

 

If you prefer to receive multiple copies of the 2017 Annual Report and Proxy Statement at the same address, additional copies will be promptly provided to you upon your request. If you are a stockholder of record, you may contact us by writing to Eric Smit, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089 or by calling (408) 636-4500. Eligible stockholders of record receiving multiple copies of the 2017 Annual Report and Proxy Statement can request householding by contacting eGain in the same manner. eGain has undertaken householding to reduce printing costs and postage fees, and we encourage you to participate.

 

If you are a beneficial owner, you may request additional copies of the 2017 Annual Report and Proxy Statement or you may request householding by notifying your broker, bank or nominee.

 

Current and prospective investors can also access free copies of our 2017 Annual Report, Proxy Statement and other financial information on our Investor Relations section of our web site at http://www.egain.com/company/investors/.

 

 

29


 

 

ANNUAL REPORT ON FORM 10-K

 

A copy of eGain’s 2017 Annual Report accompanies this proxy statement. An additional copy will be furnished without charge to beneficial stockholders or stockholders of record upon request to Chief Financial Officer, eGain Corporation, 1252 Borregas Avenue, Sunnyvale, California 94089. The Company will provide copies of exhibits to the 2017 Annual Report, but may charge a reasonable fee per page to any requesting stockholder entitled to vote at the Annual Meeting.

 

Whether you intend to be present at the Annual Meeting or not, we urge you to return your signed proxy promptly.

 

 

 

        

By order of the Board of Directors,

 

Picture 9

 

Ashutosh Roy

 

Chief Executive Officer 

 

October 16, 2017

 

 


 

 

 

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. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Standard Time, on November 21, 2017. Vote by Internet • Go to www.investorvote.com/EGAN • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, FOR Proposal 2.and FOR Proposal 3. + 1. Election of Directors: For Withhold For Withhold For Withhold 01 - Ashutosh Roy* 02 - Gunjan Sinha* 03 – Phiroz P. Darukhanavala* 04 - Brett Shockley* 05 - Christine Russell* *To serve for the ensuing year until their successors are duly elected and qualified or until earlier death or resignation. For AgainstAbstain 2. Approval of the 2017 Employee Stock Purchase Plan For AgainstAbstain 3. The Appointment of BPM LLP as Independent Registered Public Accounting Firm B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. + 1 U P X 02G00A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION

 

 


 

 

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. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stock holders, the Proxy Statement and Annual Report are available at: www.edocumentview.com/EGAN q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — eGain Corporation + Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders, November 21, 2017 (see Proxy Statement for discussion of items) The undersigned hereby appoints Ashutosh Roy and Eric Smit as proxy, with full power of substitution, to vote all shares of eGain Corporation Common Stock which each of the undersigned is entitled to vote on all matters which may properly come before the 2017 Annual Meeting of Stockholders of eGain Corporation, or any adjournment thereof. The shares represented by this Proxy Card will be voted as specified above, but if no specification is made they will be voted FOR Proposal 1, the election of each of the nominees for director, FOR Proposal 2, the approval of the 2017 Employee Stock Purchase Plan, FOR Proposal 3, the ratification of the appointment of BPM LLP as Independent Registered Public Accounting Firm and at the discretion of the proxies on any other matter that may properly come before the meeting. Please sign, date and return promptly in the accompanying envelope. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE C Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. + IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.