0001085280-13-000039.txt : 20130206 0001085280-13-000039.hdr.sgml : 20130206 20130206162307 ACCESSION NUMBER: 0001085280-13-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130201 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130206 DATE AS OF CHANGE: 20130206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIBCO SOFTWARE INC CENTRAL INDEX KEY: 0001085280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770449727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26579 FILM NUMBER: 13578125 BUSINESS ADDRESS: STREET 1: 3303 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508461000 MAIL ADDRESS: STREET 1: 3303 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 8-K 1 form8k02012013.htm FORM 8-K TIBX Form 8-K 02062013



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549



FORM 8‑K

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

Date of Report (Date of earliest event reported)

February 1, 2013



TIBCO Software Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
000-26579
 
77-0449727
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

3303 Hillview Avenue
Palo Alto, California 94304-1213
(Address of principal executive offices, including zip code)

(650) 846-1000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







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

(e) Compensatory Arrangements of Certain Officers.

FY 2013 TIBCO Executive Incentive Compensation Plan

On February 1, 2013, the Compensation Committee of the Board of Directors (the “Committee”) of TIBCO Software Inc. approved the terms of the FY 2013 TIBCO Executive Incentive Compensation Plan (the “EICP”). The EICP provides for the payment of cash bonuses to eligible Section 16 officers based on the attainment of certain corporate performance criteria established by the Committee. There is also a discretionary component to the EICP which permits the Committee to award cash bonuses based on certain factors.

A description of the EICP is filed herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
 
Description
 
 
 
99.1
 
Summary of FY 2013 TIBCO Executive Incentive Compensation Plan.
 
 
 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
TIBCO Software Inc.
 
 
 
 
By:
/s/ William R. Hughes
 
 
 
William R. Hughes
Executive Vice President, General Counsel
and Secretary

Date: February 6, 2013





EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Summary of FY 2013 TIBCO Executive Incentive Compensation Plan.
 
 
 
 
 
 


EX-99.1 2 exhibit991.htm SUMMARY OF FY 2013 TIBCO EXECUTIVE INCENTIVE COMPENSATION PLAN Exhibit 99.1

Exhibit 99.1

Summary of FY 2013 TIBCO Executive Incentive Compensation Plan

The FY 2013 Executive Incentive Compensation Plan (the “EICP”) of TIBCO Software Inc. (the “Company”) rewards achievement at specified levels of financial and individual performance.

Under the terms of the EICP, each of the Company’s Section 16 officers has an assigned target bonus level, expressed as a percent of annual base salary. The target bonus levels recognize competitive industry annual bonus pay practices. Actual bonuses paid will be based upon both the Company’s financial performance and a discretionary component. Bonuses paid pursuant to the EICP are based on three components:
 
 
 
Revenue of the Company. The first component is based on the growth of the Company’s gross revenues in fiscal year 2013.
 
 
 
Profitability of the Company. The second component is based on the Company’s Non-GAAP Operating Profits Before Tax (OPBT) attained in fiscal year 2013.
 
 
 
Discretionary Component.  The third component enables the Compensation Committee to award an annual bonus based on discretionary factors including, without limitation, the Company’s performance against its peer group and its plan.

The Compensation Committee’s approval of the terms of the EICP shall not be deemed to create an enforceable agreement between the Company and any participant, and the Compensation Committee retains discretion to reduce or refuse to authorize any awards under the EICP despite attainment of any specific objectives. No rights to any awards shall be deemed to exist unless and until the Compensation Committee authorizes payment of any awards under the EICP following the completion of any fiscal year measurement periods.