UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

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TIBCO Software Inc.

(Name of Registrant as Specified In Its Charter)

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

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TIBCO Software Inc.

3303 Hillview Avenue

Palo Alto, CA 94304

March 12, 2013

Dear Stockholders:

You are cordially invited to attend the annual meeting of stockholders of TIBCO Software Inc. on Thursday, April 25, 2013, at 10:00 a.m., Pacific time. The meeting will be held at our headquarters located at 3303 Hillview Avenue, Palo Alto, California.

The matters to be acted upon are described in the accompanying Notice of Annual Meeting and Proxy Statement.

Your vote is very important. Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy by telephone, the Internet or by mail in order to ensure the presence of a quorum. If you attend the meeting, you may, of course, revoke your proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

We look forward to seeing you at the meeting.

Sincerely,

Vivek Y. Ranadivé

Chief Executive Officer and Chairman of the Board

TIBCO Software Inc.

3303 Hillview Avenue

Palo Alto, CA 94304

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 25, 2013

To the Stockholders of TIBCO Software Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of TIBCO Software Inc., a Delaware corporation, will be held on Thursday, April 25, 2013, at 10:00 a.m., Pacific time, at our headquarters located at 3303 Hillview Avenue, Palo Alto, California, for the following purposes:

1. To elect six directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified;

2. To hold an advisory vote on the compensation of our Named Executive Officers;

3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2013; and

4. To transact such other business as may properly come before the meeting.

Only stockholders of record at the close of business on Monday, February 25, 2013, are entitled to notice of, and to vote at, the Annual Meeting. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our headquarters at the above address.

By Order of the Board of Directors,

William R. Hughes

Secretary

Palo Alto, California

March 12, 2013

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY TELEPHONE, THE INTERNET OR BY MAIL. FOR ADDITIONAL INSTRUCTIONS ON VOTING BY TELEPHONE OR THE INTERNET, PLEASE REFER TO YOUR PROXY CARD. TO VOTE AND SUBMIT YOUR PROXY BY MAIL, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY, OF COURSE, REVOKE YOUR PROXY AND VOTE IN PERSON. IF YOU HOLD YOUR SHARES THROUGH AN ACCOUNT WITH A BROKERAGE FIRM, BANK OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS YOU RECEIVE FROM THEM TO VOTE YOUR SHARES.

ELECTRONIC DELIVERY OF PROXY MATERIALS

We are pleased to offer to our stockholders the benefits and convenience of electronic delivery of annual meeting materials, including email delivery of future proxy statements, annual reports and related materials and on-line stockholder voting. If a broker or other nominee holds your shares and you would like to sign-up for electronic delivery, please visit “Proxy Information” on our website at http://www.tibco.com under “About Us—Investor Information” to enroll. Your electronic delivery enrollment will be effective until you cancel it. We encourage you to conserve natural resources, as well as help us reduce printing and mailing costs, by signing up to receive future proxy mailings by email.

TABLE OF CONTENTS

	Page
Proxy Statement for 2013 Annual Meeting of Stockholders		1
Voting Rights		1
How to Vote Your Shares		1
Voting of Proxies		2
Revocability of Proxies		2
Votes Required to Approve Matters Presented at the Annual Meeting		2
Board Voting Recommendations		2
Quorum		3
Solicitation of Proxies		3
Availability of Proxy Statement and Annual Report on Form 10-K		3
Board of Directors		4
General		4
Director Independence		4
Board Leadership Structure and Presiding Director		4
Board of Director’s Role in Risk Oversight		4
Corporate Governance		5
Relationships Among Directors, Executive Officers and Director Nominees		5
Stockholder Communication with the Board		5
Compensation Committee Interlocks and Insider Participation		5
Board Committees		5
Director Nomination Process		6
Proposal One: Election of Directors		8
Nominees		8
Director Compensation		9
Fiscal Year 2012 Director Compensation		10
Director Stock Ownership Guidelines		11
Proposal Two: Advisory Vote on the Compensation of our Named Executive Officers		12
Audit Committee Report		14
Proposal Three: Ratification of Appointment of Independent Auditors		15
Fees Paid to the Independent Auditors		15
Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors		15
Security Ownership of Certain Beneficial Owners and Management		16
Compensation Discussion and Analysis		18
Executive Summary		18
Compensation Committee Responsibilities and Authority		22
Compensation Philosophy and Objectives		22
Roles of the Compensation Committee, the Chief Executive Officer and the Compensation Consultant		23
Peer Group Selection		24
Stockholder Vote		24
Components of Executive Compensation		25
Fiscal Year 2012 Executive Compensation		27
Compensation Policies and Practices		31
Compensation Committee Report		33
Risk Assessment of Compensation Plans		34
Executive Compensation		35
Summary Compensation Table		35
Grants of Plan-Based Awards in Fiscal Year 2012		37
Outstanding Equity Awards at Fiscal Year-End 2012		38
Option Exercises and Stock Vested at Fiscal Year-End 2012		40
Severance and Change in Control Arrangements		40
Equity Compensation Plan Information		43
Related Party Transactions		44
Related Party Transactions Policy and Procedure		44
Related Party Transaction		44

TABLE OF CONTENTS

	Page
Other Matters		45
Section 16(a) Beneficial Ownership Reporting Compliance		45
Delivery of Documents to Stockholders Sharing an Address		45
Stockholder Proposals to be Presented at Next Annual Meeting		45
Transaction of Other Business		45

TIBCO Software Inc.

3303 Hillview Avenue

Palo Alto, CA 94304

PROXY STATEMENT FOR

2013 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of TIBCO Software Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held on April 25, 2013, at 10:00 a.m., Pacific time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting.

The Annual Meeting will be held at our headquarters located at 3303 Hillview Avenue, Palo Alto, California. This Proxy Statement and accompanying proxy card will be mailed on or about March 19, 2013, to all stockholders entitled to vote at the Annual Meeting.

As used in this Proxy Statement, “we,” “us,” “our,” “TIBCO” or the “Company” refers to TIBCO Software Inc.

Voting Rights

Only stockholders of record at the close of business on February 25, 2013, the record date, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. At the close of business on February 25, 2013, we had 163,679,839 shares of common stock outstanding and no shares of preferred stock outstanding.

Each stockholder of record is entitled to one vote for each share of common stock held on the record date on all matters. There is no cumulative voting in the election of directors.

How to Vote Your Shares

YOUR VOTE IS IMPORTANT. Your shares can be voted at the Annual Meeting only if you are present in person or represented by proxy. Whether or not you expect to attend the meeting, please take the time to vote your proxy.

Stockholders of record, or “registered stockholders,” can vote:

By Telephone:	Call the toll-free number indicated on the enclosed proxy card and follow the recorded instructions.
By Internet:	Go to the website indicated on the enclosed proxy card and follow the instructions provided.
By Mail:	Mark your vote, date, sign and return the enclosed proxy card in the postage-paid return envelope provided.

If your shares are held beneficially in “street” name through a nominee such as a brokerage firm, financial institution or other holder of record, your shares must be voted through that firm, institution or holder. You may provide your voting instructions to your nominee by telephone or Internet, as well as by mail, if your brokerage firm or financial institution offers such voting alternatives. Please follow the specific instructions provided by your nominee with your proxy materials.

If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Even if you have given your proxy, you still may vote in person if you attend the meeting. Please note, however, that if your shares are held beneficially through a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from the record holder.

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Voting of Proxies

Stockholders of Record.    All shares represented by a valid proxy received prior to the meeting will be voted, and, if you provide specific instructions, your shares will be voted as you instruct. If you properly sign your proxy card with no further instructions and it is timely received by us, your shares will be voted:

· FOR each of the nominees for the Board of Directors (Proposal 1);

· FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 2);

· FOR the ratification of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2013 (Proposal 3); and

· In the discretion of the proxy holders with respect to any other matters that properly come before the meeting.

Beneficial Owners.    If you hold your shares in street name and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on the particular matter. Under the applicable rules, brokers and other nominees have the discretion to vote on routine matters such as Proposal 3, but do not have the discretion to vote on non-routine matters such as Proposals 1 and 2. Thus, if you hold your shares in street name and you do not instruct your broker or nominee how to vote on Proposals 1 and 2, no votes will be cast on your behalf and, therefore, there may be broker non-votes on those proposals. Your broker or nominee will, however, continue to have discretion to vote any uninstructed shares on Proposal 3, as that proposal is considered a routine matter under applicable rules. Therefore, no broker non-votes are expected to exist in connection with Proposal 3.

Revocability of Proxies

You may revoke or change a previously delivered proxy at any time before the meeting by delivering a written notice of revocation or another proxy with a later date through the Internet, by telephone or in writing to our Corporate Secretary at our headquarters at 3303 Hillview Avenue, Palo Alto, California 94304. You may also revoke your proxy by attending the meeting and voting in person, although attendance at the meeting will not, by itself, revoke a proxy.

Votes Required to Approve Matters Presented at the Annual Meeting

The required vote varies by proposal as follows:

· The six nominees receiving the highest number of affirmative votes of shares of common stock present at the Annual Meeting, either in person or by proxy, will be elected as directors to serve until our next annual meeting of stockholders or until their successors are duly elected and qualified.

· The advisory vote on our executive compensation may be approved by the affirmative vote of a majority of the votes cast.

· Ratification of the selection of PricewaterhouseCoopers LLP as our independent auditors may be approved by the affirmative vote of the majority of the votes cast.

If your shares are registered in the name of a bank, brokerage firm or other nominee and you do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on certain non-routine matters when a broker is not permitted to vote on that matter without specific instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting. For Proposals 1, 2 and 3, abstentions have the same effect as a vote against the matter.

Board Voting Recommendations

The Board of Directors unanimously recommends that you vote your shares as follows:

· FOR each of the nominees to the Board of Directors (Proposal 1);

· FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal 2); and

· FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2013 (Proposal 3).

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Quorum

The presence, in person or by proxy, of at least a majority of the shares outstanding on the record date will constitute a quorum. Abstentions and broker non-votes, and, with respect to the election of directors, “withhold” votes, are counted for the purpose of determining the presence of a quorum.

Solicitation of Proxies

We will bear the cost of solicitation of proxies, including preparation, assembly, printing and mailing of this Proxy Statement, the proxy card and any additional information furnished to stockholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. We will reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram, Internet or personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to these individuals for such services. We intend to use the services of Innisfree M&A Incorporated, a proxy solicitation firm, in connection with the solicitation of proxies. We will pay Innisfree a fee of $10,000 for these services and will reimburse their out-of-pocket expenses.

Availability of Proxy Statement and Annual Report on Form 10-K

Our Proxy Statement and Annual Report on Form 10-K for the fiscal year ended November 30, 2012 are available on our website at http://www.tibco.com under “About Us—Investor Information—Proxy Information.” We have provided herewith, to each stockholder of record as of February 25, 2013, a copy of our Consolidated Financial Statements and related information included with our Annual Report on Form 10-K for fiscal year 2012. We will mail without charge to any stockholder, upon written request, a copy of our Annual Report on Form 10-K for fiscal year 2012, including the Consolidated Financial Statements, schedules and list of exhibits, and any particular exhibit specifically requested. Requests should be sent to: TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California 94304, Attention: Investor Relations.

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BOARD OF DIRECTORS

General

The Board of Directors oversees and provides policy guidance on the business and affairs of TIBCO. Our Board of Directors is currently comprised of six members.

The Board of Directors held a total of eight meetings during fiscal year 2012. During fiscal year 2012, each of our directors attended at least 75 percent of the aggregate of: (i) the total number of meetings of the Board of Directors; and (ii) the total number of meetings held by all committees on which he or she served.

Although we do not have a formal policy regarding attendance by members of the Board of Directors at annual meetings, we encourage directors to attend and historically most have done so. All of our directors attended the 2012 Annual Meeting.

Director Independence

Our Board of Directors has determined that each of our directors, other than Mr. Ranadivé, is “independent” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the criteria established by The NASDAQ Stock Market. The independent members of the Board of Directors hold executive sessions at every regularly scheduled meeting of the Board. During fiscal year 2012, the independent directors held five executive sessions.

Board Leadership Structure and Presiding Director

We do not have a fixed policy on whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. We believe this is based on our best interests and the best interests of our stockholders under the circumstances existing at the time. Currently, Mr. Ranadivé serves as both our Chief Executive Officer and our Chairman of the Board. Our Board of Directors believes that the current Board leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board of Directors and management to benefit from Mr. Ranadivé’s crucial leadership and experience in our business and industry. Serving as both our Chairman of the Board and Chief Executive Officer since our inception in 1997, Mr. Ranadivé has been the director most capable of effectively identifying strategic priorities, leading critical discussions and executing our strategy and business plans. Mr. Ranadivé possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing us and our industry. This involvement in the day-to-day operations of the Company allows Mr. Ranadivé to be in a position to elevate the most critical business issues for consideration by the independent directors of the Board. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of TIBCO, while our Chief Executive Officer brings company-specific experience and expertise. Our Board of Directors believes that Mr. Ranadivé’s combined role enables decisive leadership, ensures clear accountability, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees and customers.

The independent members of our Board of Directors elect a Presiding Director every three years who serves as chair of the executive sessions of the independent directors. Peter J. Job currently serves as the Presiding Director. Mr. Job was first elected as the Presiding Director in fiscal year 2007 and was reelected in fiscal year 2010. Among other things, our Presiding Director serves as a liaison between the Chairman of the Board of Directors and Chief Executive Officer and our independent directors, and ensures that he or she is available for consultation and direct communication if requested by major stockholders. A description of the duties and responsibilities of the Presiding Director is available on our website at http://www.tibco.com under “About Us—Investor Information—Corporate Governance.”

Board of Director’s Role in Risk Oversight

Our Board of Directors has responsibility for overseeing risk management for the Company. Our Board of Directors exercises this oversight responsibility directly and through its committees. Our Board of Directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental aspect of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the company. Our management team is responsible for balancing risk against our strategic goals. The involvement of the full Board of Directors in approving our business strategy and the evaluation of risks associated therewith is a key part of our risk assessment process.

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Our management team conducts an annual risk assessment, the results of which are reviewed with the full Board of Directors. The centerpiece of the assessment is a discussion of our key risks, which includes the potential magnitude of each risk, likelihood of each risk and the speed with which the risk could impact us. As part of the process of analyzing each risk, management identifies the senior executive responsible for managing the risk, the risk’s potential impact and management’s initiatives to manage the risk.

The committees of our Board of Directors assist with its oversight responsibilities in certain areas of risk. The Audit Committee is primarily responsible for overseeing financial and enterprise risk exposures, including internal controls, and discusses our policies with management and our independent auditor with respect to risk assessment and risk management. The Audit Committee also assists our Board of Directors in fulfilling its duties and oversight responsibilities relating to our compliance with applicable laws and regulations and with conflict of interest issues that may arise. The Compensation Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Nominating and Governance Committee considers risks related to corporate governance, including evaluating and considering evolving corporate governance best practices; and director and management succession planning.

Corporate Governance

We believe that sound corporate governance policies are essential to earning and retaining the trust of investors. We are committed to maintaining the highest standards of integrity. Our Board of Directors has adopted numerous policies in furtherance of our corporate governance goals. These policies include a Code of Business Conduct and Ethics, a Code of Ethics for Chief Executive and Senior Financial Officers, Corporate Governance Guidelines and a Related Party Transaction Policy and Procedure. Please visit our website at http://www.tibco.com under “About Us—Investor Information—Corporate Governance” for copies of these policies and additional information on our corporate governance practices.

Relationships Among Directors, Executive Officers and Director Nominees

There are no family relationships between any director, executive officer or director nominee.

Stockholder Communication with the Board

Stockholders may send communications to the Board of Directors by writing to them at TIBCO Software Inc., Board of Directors, Attention: General Counsel, 3303 Hillview Avenue, Palo Alto, California, 94304. All stockholder communications that are received by the General Counsel for the attention of the Board of Directors or any individual members thereof are forwarded to the Board of Directors or the individual addressees. Comments or complaints relating to accounting or auditing matters may be submitted on-line to the members of the Audit Committee through our website at http://www.tibco.com under “About Us—Investor Information—Corporate Governance.” All members of our Audit Committee have access to these communications.

Compensation Committee Interlocks and Insider Participation

The following directors served as members of our Compensation Committee during fiscal year 2012: Mr. Wood (Chairman), Mr. Job and Ms. Caldwell. During fiscal year 2012, none of our executive officers served on the board of directors or compensation committee of another entity one or more of whose executive officers served as a member of our Board of Directors or Compensation Committee. No member of the Compensation Committee at any time during fiscal year 2012, or at any other time, had any relationship with us that would be required to be disclosed as a related person transaction.

Board Committees

The Board of Directors has established various separately-designated standing committees to assist it with the performance of its responsibilities. The Board of Directors designates the members of these committees and the committee chairs annually, based on the recommendations of the Nominating and Governance Committee. The Board of Directors has adopted written charters for each of these committees which are available on our website at http://www.tibco.com under “About Us—Investor Information—Corporate Governance.” The chair of each committee develops the agenda for that committee and determines the frequency and length of committee meetings.

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Our Board of Directors has established the following three committees: (1) Audit Committee, (2) Compensation Committee and (3) Nominating and Governance Committee. The following chart shows the membership and chairpersons of the committees of our Board of Directors and committee meeting attendance during fiscal year 2012.

	Audit			Compensation			Nominating & Governance
Number of Meetings Held in Fiscal Year 2012		7			8			4
Nanci E. Caldwell					8
Eric C.W. Dunn		6	*
Narendra K. Gupta		7						4
Peter J. Job					8			4	*
Philip K. Wood		7			8	*

* Chairperson

Audit Committee

The Audit Committee oversees our audit activities. It is charged with providing oversight and monitoring the integrity of our financial statements; nominating to the Board of Directors an independent registered public accounting firm to audit our financial statements; and overseeing the activities, independence, qualifications and performance of our independent registered public accounting firm. The Audit Committee also assists the Board of Directors in overseeing our compliance with legal and regulatory requirements in connection with our financial reporting process. During fiscal year 2012, the Audit Committee consisted, and it currently consists, of Mr. Dunn, Mr. Wood and Dr. Gupta. The Audit Committee held seven meetings during fiscal year 2012. The Board of Directors has determined that Mr. Dunn is an “audit committee financial expert” as defined under regulations promulgated by the SEC. Each member of the Audit Committee is an “independent director” under both the rules and regulations of the SEC and The NASDAQ Stock Market. Please see the sections entitled “Report of the Audit Committee” and “Proposal Three: Ratification of Appointment of Independent Auditors” for further matters related to the Audit Committee.

Compensation Committee

The Compensation Committee reviews and establishes the compensation for our executive officers and our non-employee directors for their services as members of the Board of Directors. The Compensation Committee also reviews our compensation and benefits practices generally and oversees our equity compensation plans. Each member of the Compensation Committee is an outside director under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”); and a non-employee director as such term is defined in the Exchange Act. During fiscal year 2012, the Compensation Committee consisted, and it currently consists, of Mr. Wood, Mr. Job and Ms. Caldwell. The Compensation Committee held eight meetings during fiscal year 2012. Please see the sections entitled “Compensation Discussion and Analysis” and “Compensation Committee Report” for further matters related to the Compensation Committee.

Nominating and Governance Committee

The Nominating and Governance Committee reviews, evaluates and proposes candidates for election to our Board of Directors, and considers any nominees properly recommended by stockholders. The Nominating and Governance Committee also promotes the proper constitution of our Board of Directors in order to meet its fiduciary obligations to our stockholders, and oversees our establishment of and compliance with appropriate governance standards. During fiscal year 2012, the Nominating and Governance Committee consisted, and currently consists, of Mr. Job and Dr. Gupta. The Nominating and Governance Committee held four meetings during fiscal year 2012.

Director Nomination Process

Stockholder Nominations

Our bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board of Directors. The Nominating and Governance Committee also reviews, evaluates and proposes prospective candidates for our Board of Directors and considers nominees properly recommended by stockholders. Stockholders wishing to submit nominations must provide timely written notice to our Corporate Secretary in accordance with the bylaws. Our bylaws specify the information with respect to each director nomination required to be included in the written notice that must be provided to our Corporate Secretary.

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To be timely, a stockholder’s notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding annual meeting. However, in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of (i) the 90^th day prior to such annual meeting and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. A copy of our bylaws is available on our website at http://www.tibco.com under “About Us—Investor Information—Corporate Governance.”

Director Qualifications and Diversity

Members of our Board of Directors must have broad experience and business acumen, a record of professional accomplishment in his or her field, and demonstrated honesty and integrity consistent with our values. In evaluating director nominees, the Nominating and Governance Committee considers a variety of factors, including, without limitation, the appropriate size of the Board of Directors, TIBCO’s needs with respect to the particular talents and experience of the directors, the nominee’s experience and understanding of the technology industry, the nominee’s availability to attend Board and committee meetings, familiarity with national and international business matters, experience with accounting rules and practices, and professional expertise and experience beneficial to the achievement of our strategic goals. The Nominating and Governance Committee may also consider such other factors as it may deem are in our best interests and the best interests of our stockholders. The Nominating and Governance Committee believes that it is appropriate for at least one, and preferably several, members of the Board to meet the criteria for an “audit committee financial expert” as defined by the rules of the SEC, and for a majority of the members of the Board to meet the definition of “independent director” under both the rules and regulations of the SEC and The NASDAQ Stock Market. While we do not maintain a formal policy requiring the consideration of diversity in identifying nominees for director, we believe the minimum criteria for selection of members to serve on our Board of Directors described in this paragraph ensures that the Nominating and Governance Committee selects director nominees taking into consideration that the Board will benefit from having directors that represent a diversity of experience and backgrounds. These attributes, along with the leadership skills and other experiences of our Board members described on pages 8 and 9 below, provide us with a diverse range of experience, perspectives and judgment necessary to guide our strategies and monitor their execution.

Identifying Nominees

The Nominating and Governance Committee identifies nominees by first identifying the desired skills and experience of a new nominee based on the qualifications discussed above. The Nominating and Governance Committee will solicit ideas for possible candidates from members of the Board, senior level executives, and individuals personally known to the members of the Board as well as those identified by third-party search firms. The Nominating and Governance Committee evaluates all possible candidates, including individuals recommended by stockholders, using the same criteria.

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PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees

There are six nominees for election to our Board of Directors this year. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. If a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy. We do not expect that any nominee will be unable or decline to serve as a director. Each director is elected annually to serve until the next annual meeting of stockholders or until a successor has been duly elected and qualified. During fiscal year 2012, the following individuals served on our Board of Directors: Mr. Ranadivé, Ms. Caldwell, Mr. Dunn, Dr. Gupta, Mr. Job and Mr. Wood.

Based on a review by the Board of Directors of all relevant information, the Board of Directors has determined that as of the date of this Proxy Statement each of the director nominees standing for election, except Mr. Ranadivé, is an “independent director” under the Exchange Act and the criteria established by The NASDAQ Stock Market.

The names of and certain information regarding the nominees are set forth below. In addition, for each person we have included information regarding the business or other experience, qualifications, attributes or skills considered in determining that each such person should serve as a director.

Vivek Y. Ranadivé, age 55, has served as our Chief Executive Officer and Chairman of the Board of Directors since our inception in 1997. Mr. Ranadivé founded Teknekron Software Systems, Inc., our predecessor company, in 1985. Mr. Ranadivé serves on the Board of Directors of Nielsen Holdings N.V. and on the Supervisory Board of The Nielsen Company B.V.

As our founder and the Chief Executive Officer, Mr. Ranadivé provides significant institutional and industry knowledge and provides key insight and advice in the Board’s consideration and oversight of corporate strategy and management development. Mr. Ranadivé also provides the Board with a deep understanding of our products and technology, as well as perspective on corporate opportunities and industry trends.

Nanci E. Caldwell, age 54, has been one of our directors since June 2009. From April 2001 to December 2004, Ms. Caldwell was an executive at PeopleSoft, Inc., a software development company that was acquired in December 2004, serving as Senior Vice President and Chief Marketing Officer from April 2001 to January 2002, and as Executive Vice President and Chief Marketing Officer from January 2002 to December 2004. Prior to joining PeopleSoft, Inc. in 2001, Ms. Caldwell held various senior management positions at Hewlett-Packard Company, a provider of computing and imaging solutions and services. Ms. Caldwell serves on the Board of Directors of Citrix Systems, Inc. Ms. Caldwell also served as a member of the Board of Directors of Deltek Systems, Inc. from 2005 through 2012. Ms. Caldwell is a member of our Compensation Committee.

Ms. Caldwell’s extensive experience with technology and software companies, including in the area of sales and marketing, is a significant asset to the Board of Directors. Additionally, the Board benefits from Ms. Caldwell’s previous executive management experience and experience in international business. The Board also benefits from Ms. Caldwell’s experience as a public company director.

Eric C.W. Dunn, age 55, has been one of our directors since April 2004. Since March 2010, Mr. Dunn has served as a Senior Vice President at Intuit Inc., a public software company. From 2003 to 2010, Mr. Dunn was a General Partner at Cardinal Venture Capital, a venture capital firm. From 2000 to 2003, Mr. Dunn owned and operated Kingston Creek Ventures, a venture capital firm. From 1986 to 2000, Mr. Dunn served in a number of senior executive capacities at Intuit Inc., including Chief Financial Officer and Senior Vice President and Chief Technology Officer. Mr. Dunn also served on the Board of Directors of SuccessFactors, Inc. from 2004 to 2012 and of Corillian Corporation from 2001 to 2007. Mr. Dunn is Chair of our Audit Committee.

As our Audit Committee financial expert and Chairman of the Audit Committee, Mr. Dunn provides a high level of expertise and prominent leadership experience in the areas of finance, accounting, audit oversight and risk analysis, including from his experience as the chief financial officer of a publicly-traded software company. Mr. Dunn also brings to the Board his investing experience through Cardinal Ventures. The Board also benefits from Mr. Dunn’s experience as a public company director.

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Narendra K. Gupta, age 64, has been one of our directors since April 2002. Dr. Gupta founded Nexus Venture Partners, a venture capital firm, in December 2006 and has served as its Managing Director since its founding. Dr. Gupta was founder, Chief Executive Officer and President of Integrated Systems Inc., a provider of products for embedded software development, from 1980 until 1994 and Chairman of its Board of Directors from 1994 until 2000, when Integrated Systems merged with Wind River Systems Inc. In addition, Dr. Gupta is on the board of directors of Red Hat, Inc. and several privately held companies. Dr. Gupta also served as a member of the Board of Directors of Wind River Systems Inc. from 2000 to 2009. Dr. Gupta is on the Board of Trustees of the California Institute of Technology. Dr. Gupta is a member of each of our Audit and Nominating and Governance Committees.

As a current and former executive and board member of a number of technology related public companies and as an investor in global companies, Dr. Gupta offers public company board experience as well as global business perspective to our Board of Directors. His extensive experience in the software industry provides us with significant industry knowledge and expertise.

Peter J. Job, age 71, has been one of our directors since June 2000. From 1963 through his retirement in 2001, Mr. Job was employed by Reuters, a news service and former financial market data provider, most recently as its Chief Executive Officer. Mr. Job served as a member of the Board of Directors of Schroders plc from 2000 to 2010 and of Royal Dutch Shell plc from 2005 to 2010. In addition, Mr. Job served on the supervisory board of Deutsche Bank AG from 2001 to 2011. Mr. Job is our Presiding Director, Chair of the Nominating and Governance Committee and a member of our Compensation Committee.

As a result of his tenure with TIBCO and his involvement with its predecessor company, Mr. Job has a strong institutional knowledge of our business and industry, which he is able to leverage in his capacity as our Presiding Director and Chairperson of our Nominating and Governance Committee. Mr. Job also provides significant experience from having led a large, multinational public company when he was Chief Executive Officer of Reuters, giving him executive management experience and extensive experience in strategic planning, risk analysis, corporate finance and governance. The Board also benefits from Mr. Job’s experience as a public company director of prominent international companies, which allows him to provide guidance on achieving success in different economic conditions, geographies and competitive landscapes.

Philip K. Wood, age 57, has been one of our directors since our inception in January 1997. From August 2004 to January 2006, Mr. Wood was Chief Executive Officer of D1 Oils plc, an alternative energy crop company. From September 1990 through May 2004, Mr. Wood held various positions at Reuters, including Managing Director of Business Development. Prior to joining Reuters, Mr. Wood was a partner at the accounting firm of Price Waterhouse, a predecessor to PricewaterhouseCoopers LLP. He is a fellow of the Institute of Chartered Accountants and a member of the Association of Corporate Treasurers. Mr. Wood is Chair of the Compensation Committee and a member of our Audit Committee.

Mr. Wood provides the Board with an array of institutional knowledge and historical perspective on our business. Having served on our Board since inception and on the Board of our predecessor company, Mr. Wood delivers significant insights to our management team and other directors, which allows him to provide benefits on our executive compensation structure in his position as Chairman of the Compensation Committee. With his extensive accounting and corporate finance experience, Mr. Wood also brings his expertise in audit oversight and risk analysis to the Audit Committee.

Director Compensation

Our Compensation Committee establishes our non-employee director compensation to provide the appropriate level of compensation for the work required for service on our Board and to align our directors’ interests with the long-term interest of our stockholders. Our non-employee director compensation program consists of a mix of cash and long-term equity incentive awards. Our compensation policy for non-employee directors is to target our total cash compensation for directors at the 50^th percentile and to target long-term equity incentive awards at the 50^th percentile of our peer group. Only non-employee directors are compensated for serving on our Board.

Our Compensation Committee reviews non-employee director compensation on an as-needed basis. Our Compensation Committee reviewed our current compensation program for our non-employee directors in fiscal year 2012.

In fiscal year 2012, our non-employee director compensation program consisted of:

· An annual retainer of $30,000 for service on the Board of Directors;

· $1,500 for each Board meeting attended; and

· $1,000 for each committee meeting attended.

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In fiscal year 2012, non-employee directors also received additional compensation for serving on committees or as a committee chairperson. Members (other than the chairpersons) of the Audit Committee, Compensation Committee and Nominating and Governance Committee were entitled to receive an additional annual retainer of $10,000, $7,500 and $2,500, respectively. The Chairpersons of the Audit Committee, Compensation Committee and Nominating and Governance Committee were entitled to receive an additional annual retainer of $20,000, $15,000 and $5,000, respectively. The Presiding Director of the Board of Directors was entitled to receive an additional annual retainer of $30,000. Because the chairperson of the Nominating and Governance Committee also serves as our Presiding Director, the Presiding Director did not receive an additional retainer for serving as the Chairman of the Nominating and Governance Committee. In fiscal year 2012, each of our directors continued to accept a voluntary reduction in the amount of compensation they received for their annual retainers for service on the Board of Directors and each committee of 5 percent from the levels set in our compensation program in order to contribute to our efforts to manage expenses.

In fiscal year 2012, our non-employee directors received a grant of 17,000 restricted stock units upon their reappointment at the annual meeting of stockholders. The restricted stock units vest in full on the earlier of (i) the first annual meeting of our stockholders that occurs after the vesting commencement date or (ii) the first anniversary of the vesting commencement date.

In the event that a new non-employee director joins our Board of Directors during fiscal year 2013, such director will receive upon appointment an initial grant of 35,000 restricted stock units subject to annual vesting over three years.

In addition, any non-employee director who, as a result of serving on the Board of Directors, is required to file an additional tax return outside of his primary place of residence may receive reimbursement of up to $5,000 per year for the cost for such tax preparation and associated filing fees.

Pursuant to our 2009 Deferred Compensation Plan, non-employee directors may elect to defer some or all of their annual retainer and meeting fees in the form of restricted stock units that will be converted into shares of our common stock at the end of the deferral period. During fiscal year 2012, Mr. Job participated in the deferral program.

Fiscal Year 2012 Director Compensation

The following table sets forth information concerning the compensation we paid to or was earned by each non-employee director during fiscal year 2012.

Name	Fees Earned or Paid in Cash			Stock Awards1		Option Awards2		All  Other Compensation3		Total
Nanci E. Caldwell	$	58,626		$	565,420		—		—	$	624,046
Eric C. W. Dunn	$	65,500		$	565,420		—		—	$	630,920
Narendra K. Gupta	$	63,376		$	565,420		—		—	$	628,796
Peter J. Job	$	91,126	4	$	565,420		—		—	$	656,546
Philip K. Wood	$	82,250		$	565,420		—	$	3,200	$	650,870

1 Represents the grant date fair value for awards granted in fiscal year 2012 to each of the non-employee directors, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, excluding any estimates of future forfeitures. For a discussion of the assumptions used to calculate the value of stock awards, see Note 16 to our Consolidated Financial Statements in the Form 10-K for the year ended November 30, 2012, as filed with the SEC. In fiscal year 2012, each non-employee director who was elected at the 2012 Annual Meeting of Stockholders received an award of 17,000 restricted stock units with a deferral option. Mr. Job and Mr. Wood each elected to defer the settlement of their award to a date later than the vesting date of such restricted stock units. Mr. Job, however, received four fully-vested restricted stock unit awards, the settlement of which he has elected to defer, totaling 3,164 shares of common stock in lieu of his director fees, the compensation related to this award is included under the Fees Earned or Paid in Cash column for Mr. Job and described in footnote 4 below. As of the end of fiscal year 2012, the directors had the following restricted stock unit awards outstanding: Ms. Caldwell: 34,000; Mr. Dunn: 74,000; Dr. Gupta: 74,000; Mr. Job: 40,139; and Mr. Wood: 54,000, which includes both unvested restricted stock unit awards and awards in which the settlement has been deferred.

2 As of the end of fiscal year 2012, the directors had the following stock option awards outstanding: Ms. Caldwell: 100,000; Mr. Dunn: 260,000; Dr. Gupta: 160,000; Mr. Job: 200,000; and Mr. Wood: 300,000.

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3 All Other Compensation consists of the reimbursement of fees for the preparation of an additional tax return required by a taxing authority outside of the director’s place of primary residence.

4 All of these fees were forgone at the election of the director for which the director elected to receive deferred restricted stock units pursuant to our 2009 Deferred Compensation Plan and as described in footnote 1 above.

Director Stock Ownership Guidelines

Pursuant to our stock ownership guidelines, each non-employee director is required to hold at least 30,000 shares of TIBCO common stock by the later of February 2014 or five years from the date the person becomes a non-employee director. Additional detail regarding the terms of our stock ownership guidelines are provided in “Compensation Discussion and Analysis.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES.

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PROPOSAL TWO:

ADVISORY VOTE ON THE COMPENSATION

OF OUR NAMED EXECUTIVE OFFICERS

We are asking our stockholders to approve, on an advisory basis, the compensation of our Named Executives Officer as disclosed in this proxy statement pursuant to Section 14A of the Securities Exchange Act. While this advisory vote is non-binding, our Board of Directors and our Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed to align the interest of our executives with those of our stockholders by rewarding performance that meets or exceeds established goals. Our executive compensation program is designed to reward superior performance, to attract and retain our Named Executive Officers, and to base compensation on the specific requirements of each position. Under our compensation programs, our Named Executive Officers are rewarded for specific annual and long-term goals. Please read “Compensation Discussion and Analysis” for additional details about our executive compensation programs, including information about the fiscal year 2012 compensation of our Named Executive Officers and the financial metrics used in our compensation programs.

In fiscal year 2012, we delivered strong financial results, achieving record revenue and profitability. Our fiscal year 2012 total revenue exceeded $1 billion for the first time in our history, reflecting a 11.3 percent increase over the previous year. In addition, although our total stockholder return over the past year was negative 9 percent, over the past two, three and five years (measured as of November 30, 2012) it was 28 percent, 191 percent and 220 percent, respectively.

Our executive compensation program is designed to pay for performance. In fiscal year 2012, 50 percent of our Chief Executive Officer’s compensation package was performance-based. The performance-based component of the compensation received by our other Named Executive Officers averaged 48 percent of their total compensation. The performance-based compensation for our executives consists primarily of equity awards which will not be earned unless certain performance goals are achieved. The performance goals for fiscal year 2012 in the equity awards were not achieved. Pursuant to these equity awards, the shares that could have been earned in fiscal year 2012 may be earned in future periods, subject to meeting subsequent performance goals.

In addition, a significant portion of our executive compensation program consists of long-term compensation subject to long-term vesting requirements. In fiscal year 2012, 90 percent of our Chief Executive Officer’s compensation was long-term while an average of 70 percent of our other Named Executive Officers’ compensation was long-term in nature. Of this long-term compensation, 50 percent is subject to performance goals and may never be realized if the performance goals are not met.

The Compensation Committee continually reviews the compensation programs for our Named Executive Officers to ensure they achieve the desired goals of aligning our executive compensation structure with our stockholders’ interests and current market practices. We have programs that align the compensation of our executives with the interests of our stockholders and manage compensation risk including:

· stock ownership guidelines;

· an independent Compensation Committee;

· the use by our Compensation Committee of an independent compensation consultant; and

· compensation recoupment or clawback provisions in our executive compensation program, as described under “Compensation Discussion and Analysis—Executive Summary—Compensation Governance” below.

We are asking our stockholders to indicate their support for our Named Executive Officer compensation as described in this proxy statement. This proposal allows our stockholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote for the following resolution:

“RESOLVED, that TIBCO’s stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in its Proxy Statement for the 2013 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, and the other related disclosure.”

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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. The Audit Committee is responsible for providing independent, objective oversight of our accounting functions and internal controls and performing related functions as described above under “Board of Directors — Board Committees.” In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements contained in our Annual Report on Form 10-K for fiscal year 2012 with management, including a discussion of the quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in such financial statements.

The Audit Committee is responsible for recommending to the Board of Directors that our consolidated financial statements be included in our Annual Report on Form 10-K. In that regard, the Audit Committee discussed with our independent auditors those matters the auditors communicated to and reviewed with the Audit Committee under applicable auditing standards, including information regarding the scope and results of the audit. In addition, the Audit Committee has discussed with the independent auditors their independence from management and the Audit Committee and has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent auditor’s communications with the audit committee concerning independence.

The Audit Committee discussed with our independent auditors the overall scope and plans for their audit. The Audit Committee also discussed with our independent auditors the matters set forth in Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380), as adopted by the PCAOB in Rule 3200T. The Audit Committee met with our independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles, their judgments as to the quality of our accounting principles, and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards.

The Audit Committee reviewed and discussed with management and our independent auditors the evaluation of TIBCO’s internal controls.

Finally, the Audit Committee reviewed and discussed with management and the independent auditors our audited consolidated balance sheets at November 30, 2012 and 2011 and our statements of operations, cash flows, stockholders’ equity, and comprehensive income for fiscal years 2012, 2011 and 2010. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for fiscal year 2012 as filed with the SEC.

AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS

Eric C.W. Dunn

Narendra K. Gupta

Philip K. Wood

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference therein.

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PROPOSAL THREE:

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending November 30, 2013. PricewaterhouseCoopers LLP has been our independent auditors since we were established as a separate entity in January 1997. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting; will be given the opportunity to make a statement, if he or she desires; and will be available to respond to appropriate questions.

The Audit Committee has conditioned its appointment of PricewaterhouseCoopers LLP as our independent auditors upon the receipt of an affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to be voted at the Annual Meeting. In the event that the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider its selection.

Fees Paid to the Independent Auditors

The following table sets forth fees paid to PricewaterhouseCoopers LLP, our independent auditors, for fiscal years 2012 and 2011.

	Fiscal Year 2012		Fiscal Year 2011
Audit Fees	$	2,621,000	$	2,451,000
Audit-Related Fees		639,000		299,000
Tax Fees		1,572,000		1,543,000
All Other Fees		519,000		425,000
Total	$	5,351,000	$	4,718,000

Audit Fees consist of professional services rendered for the audit of our consolidated financial statements; the review of our interim consolidated financial statements included in quarterly reports; and services provided in connection with comfort letters, consents and statutory and regulatory filings.

Audit-Related Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include due diligence in connection with our acquisitions; other accounting consultations in connection with transactions, including our debt offering; attest services that are not required by statute or regulation; and consultations concerning financial accounting and reporting standards.

Tax Fees consist of professional services rendered for tax advice, planning and compliance (domestic and international). These services include the preparation and review of income tax returns, VAT tax returns and international returns and assistance regarding transfer pricing; VAT matters; federal, state and international tax compliance; acquisitions; and international tax planning.

All Other Fees consist of permissible professional consulting services rendered unrelated to the performance of the audit or review of our consolidated financial statements, and a subscription for a proprietary reference library.

Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors

The Audit Committee adopted a policy that mandates that all audit and non-audit services provided by the independent auditors be approved by the Audit Committee in advance. These services may include audit services, audit-related services, tax services and all other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee may delegate pre-approval authority to one or more of its members when expedited services are necessary. During fiscal years 2011 and 2012, all services were pre-approved by the Audit Committee in accordance with this policy and applicable SEC regulations.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2013.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of March 1, 2013, of:

· each person or entity who we know to beneficially own five percent or more of the outstanding shares of our common stock;

· each director and nominee for the Board;

· our Chief Executive Officer, our Chief Financial Officer and each executive officer named in the Summary Compensation Table below; and

· all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person, and the percentage ownership of that person, shares of common stock subject to stock options held by that person that are currently exercisable or exercisable within 60 days of March 1, 2013, are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated below, the address of each beneficial owner listed in the table is c/o TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California 94304. The percentages in the table below are based on 164,086,145 shares of our common stock outstanding as of March 1, 2013. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The information provided in this table is based on our records and information filed with the SEC, unless otherwise noted.

Name	Common Stock Beneficially Owned1, 2		Percentage Ownership3
Five Percent Stockholders:
T. Rowe Price Associates, Inc.4		17,629,130		10.74	%
Blackrock, Inc.5		12,259,562		7.47	%
Directors and Executive Officers:
Vivek Y. Ranadivé6		13,864,585		8.18	%
Nanci E. Caldwell7		145,200		*
Eric C.W. Dunn8		304,000		*
Narendra K. Gupta9		242,063		*
Peter J. Job10		329,251		*
Philip K. Wood11		374,000		*
Sydney Carey12		351,441		*
William Hughes13		296,363		*
Murray D. Rode14		376,918		*
Murat Sonmez15		302,827		*
All current directors and executive officers as a group (twelve persons)16		17,127,882		10.03	%

* Less than one percent of our outstanding shares of common stock.

1 For directors and executive officers, this column includes, where applicable, vested restricted stock units issued under our 2008 Equity Incentive Plan and our TIBCO Software Inc. 2009 Deferred Compensation Plan, and any restricted stock units under such plans that vest within 60 days of March 1, 2013. Some of these restricted stock units may have been deferred under each plan and will be distributed to the directors and executive officers in accordance with each plan and such director or executive officer’s election under such plan.

2 The SEC deems a person to have beneficial ownership of all shares that he or she has the right to acquire within 60 days. The shares indicated include, where applicable, shares underlying stock options exercisable within 60 days of March 1, 2013.

3 For purposes of calculating the Percentage Ownership, shares that the person or entity had a right to acquire within 60 days of March 1, 2013 are deemed to be outstanding when calculating the Percentage Ownership of such person or entity, but are not deemed to be outstanding for the purpose of calculating the Percentage Ownership of any other person or entity.

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4 Based on a Schedule 13G filed with the SEC on February 11, 2013 by T. Rowe Price Associates, Inc. (“T. Rowe Price”). These securities are owned by various individuals and institutional investors which T. Rowe Price serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, T. Rowe Price is deemed to be a beneficial owner of such securities, however, T. Rowe Price expressly disclaims that it is, in fact, the beneficial owner of such securities. T. Rowe Price’s address is 100 E. Pratt Street, Baltimore, MD 21202.

5 Based on a Schedule 13G filed with the SEC on February 8, 2013 by Blackrock, Inc. (“Blackrock”). Blackrock is the reported beneficial owner of all of the reported shares and has sole voting and dispositive power over all such shares. Blackrock’s address is 40 East 52^nd Street, New York, NY 10022.

6 Includes 2,350,000 shares owned by various trusts for the benefit of Mr. Ranadivé’s children and descendants. Mr. Ranadivé is a co-trustee of the trusts and disclaims beneficial ownership of all shares held by the trusts. Includes 5,346,220 shares subject to options that vest within 60 days of March 1, 2013.

7 Includes 17,000 shares related to restricted stock units for which Ms. Caldwell has deferred receipt until her service end date with us. Includes 100,000 shares subject to options that vest within 60 days of March 1, 2013.

8 Includes 57,000 shares related to restricted stock units for which Mr. Dunn has deferred receipt until (i) March 2014 with respect to 20,000 shares, (ii) his service end date with us with respect to 20,000 shares and (iii) January 2015 with respect to 17,000 shares. Includes 220,000 shares subject to options that vest within 60 days of March 1, 2013.

9 Includes 8,063 shares owned by a trust for the benefit of Dr. Gupta and his spouse. Includes 57,000 shares related to restricted stock units for which Dr. Gupta has deferred receipt until his service end date with us. Includes 160,000 shares subject to options that vest within 60 days of March 1, 2013.

10 Does not include 23,139 shares related to restricted stock units for which Mr. Job has deferred receipt until (i) April 2013 with respect to 21,320 shares and (ii) April 2014 with respect to 1,819 shares as, under the tax rules of the United Kingdom, Mr. Job will not have voting rights on such shares until the deferral date is reached. Includes 200,000 shares subject to options that vest within 60 days of March 1, 2013.

11 Does not include 37,000 shares related to restricted stock units for which Mr. Wood has deferred receipt until (i) April 2014 with respect to 20,000 share and (ii) December 2015 with respect to 17,000 shares as, under the tax rules of the United Kingdom, Mr. Wood will not have voting rights on such shares until the deferral date is reached. Includes 300,000 shares subject to options that vest within 60 days of March 1, 2013.

12 Includes 55,834 shares subject to options that vest within 60 days of March 1, 2013.

13 Includes 55,000 shares related to restricted stock units for which Mr. Hughes has deferred receipt until April 2013. Includes 36,251 shares subject to options that vest within 60 days of March 1, 2013.

14 Includes 2,999 shares of common stock owned by Mr. Rode’s spouse and 72,654 shares owned by a trust for the benefit of Mr. Rode and his family. Mr. Rode is a co-trustee of the trust. Includes 71,875 shares subject to options that vest within 60 days of March 1, 2013.

15 Includes 44,792 shares subject to options that vest within 60 days of March 1, 2013.

16 Includes 246,000 shares related to restricted stock units for which Mr. Hughes, Mr. Laffey, Ms. Caldwell, Mr. Dunn and Dr. Gupta, collectively, have deferred receipt. Includes 6,597,057 shares subject to options that vest within 60 days of March 1, 2013.

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COMPENSATION DISCUSSION AND ANALYSIS

This section describes and analyzes the compensation objectives, policies and practices in fiscal year 2012 for our Chief Executive Officer, Chief Financial Officer and the three other executive officers who were the most highly compensated in fiscal year 2012 (collectively, the “Named Executive Officers”). Our Named Executive Officers for fiscal year 2012 are Vivek Ranadivé, Chairman and Chief Executive Officer; Murray Rode, Chief Operating Officer; Sydney Carey, Chief Financial Officer; Murat Sonmez, EVP, Global Field Operations; and William Hughes, EVP, General Counsel & Secretary.

Executive Summary

Our compensation program is designed to align the interests of our executives with those of our stockholders. The Compensation Committee has designed our executive compensation program to reward performance that meets or exceeds established financial goals that, if achieved, would result in increased stockholder value. In line with our pay-for-performance compensation philosophy, the total compensation received by our executives varies based on individual and corporate performance measured against annual and long-term goals. Our Named Executive Officers’ compensation package consists primarily of base salary, annual cash incentive awards and long-term equity incentive awards. We believe that the mix of compensation afforded to our executives combines competitive levels of compensation and rewards for superior performance and aligns relative compensation with the achievement of essential corporate goals that include revenue growth, operating profitability and increased stockholder value.

Fiscal Year 2012 Financial Performance

We delivered strong financial results in fiscal year 2012, achieving record revenue and profitability. Our fiscal year 2012 total revenue exceeded $1 billion for the first time in our history. The financial metrics used in designing our executive compensation programs were as follows:

	Fiscal Year 2012			Fiscal Year 2011
Total Revenue (in millions)	$	1,024.6		$	920.2
EICP Revenue Growth Target		16.0	%		10.0	%
Actual Revenue Growth		11.3	%		22.0	%
Non-GAAP Operating Profits Before Tax (“OPBT”)		27.0	%		27.0	%
EICP Non-GAAP OPBT Target		27.0	%		25.0	%
Non-GAAP Earnings Per Share	$	1.15		$	1.01

For the fiscal year ended November 30, 2012, we recorded total revenue of $1,024.6 million, an increase of 11.3 percent over fiscal year 2011. Net income was $122.1 million in fiscal year 2012 compared to $112.6 million in fiscal year 2011, an increase of 8.4 percent over the previous year. On a non-GAAP basis, net income was $194.7 million or $1.15 per diluted share for fiscal year 2012, compared to $175.3 million or $1.01 per diluted share in the previous year. In addition, although our total stockholder return over the past year was negative 9 percent, over the past two, three and five years (measured as of November 30, 2012) it was 28 percent, 191 percent and 220 percent, respectively. “Non-GAAP Operating Profits Before Tax” is derived as the percentage change in our non-GAAP net income. “Non-GAAP net income” means our net income, excluding (i) amortization of intangible assets, (ii) stock-based compensation, (iii) acquisition related and other costs, (iv) restructuring costs, and (v) the income tax effects of the preceding adjustments. Our fiscal year 2012 financial results were a key factor in the compensation decisions and outcomes for the fiscal year.

A significant portion of the compensation package for our Named Executive Officers in fiscal year 2012 was comprised of performance-based compensation, consistent with our pay-for-performance philosophy. The three primary components of our executive compensation program are base salary, annual cash incentive awards and long-term equity awards.

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Key Features of Our Fiscal Year 2012 Executive Compensation Program

Pay for Performance

Our fiscal year 2012 compensation program reflects our pay-for-performance philosophy. We believe that structuring our compensation program to pay for performance aligns the interests of our executive officers with those of our stockholders. The correlation between our Chief Executive Officer’s compensation and our stock price growth over the past five years supports this belief. The compensation reflected in the table below includes the grant date fair value of equity awards at target levels of performance. The realized value of such equity awards may differ materially from the grant date fair value as fluctuations in our stock price performance can increase or decrease the value of the equity compensation and the amount of equity earned pursuant to performance-based awards may be above or below target levels.

Chief Executive Officer Pay-For-Performance

Our executive compensation package includes base salary, annual cash incentive awards and long-term equity awards. In fiscal year 2012, the Named Executive Officers received equity-based incentive awards in the form of performance-based stock awards and time-based restricted stock awards. We consider the annual cash incentive awards and the performance-based stock awards to be “performance-based” because the value of these awards is dependent on the achievement of certain financial metrics.

For fiscal year 2012, 50 percent of our Chief Executive Officer’s compensation package was performance-based at target and an average of 48 percent of our other Named Executive Officers’ compensation package was performance-based at target. We included the grant date fair value of the performance-based stock awarded during fiscal year 2012 at target level of achievement and the annual cash incentive award at target as performance-based compensation. The performance-based equity compensation for our executives is subject to performance goals and will not be earned unless those performance goals are achieved. The performance-based stock awarded during fiscal year 2012 contained performance goals for fiscal year 2012. The performance goals for fiscal year 2012 for these equity awards were not achieved. Pursuant to these equity awards, the shares that could have been earned in fiscal year 2012 may be earned in future periods, subject to meeting subsequent performance goals.

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CEO Compensation Components At Target	Other Named Executive Officers Compensation Components At Target

Long-Term Compensation

We believe that our executive compensation program should align the interests of our executives with those of our stockholders. In addition to linking pay with performance, we believe that providing long-term compensation to our Named Executive Officers is in our stockholders’ best interests. Accordingly, not only does our executive compensation program emphasize performance-based compensation but we also emphasize long-term compensation.

For fiscal year 2012, 90 percent of our Chief Executive Officer’s compensation was long-term in nature at target while 70 percent of our other Named Executive Officers’ compensation was long-term in nature at target. We consider equity compensation to be long-term compensation because it is subject to long-term vesting and the value of these awards is directly linked to the performance of our stock while salary and our annual cash incentive awards are short-term compensation. We included the grant date fair value of all equity awards made during fiscal year 2012 as long-term compensation, including the grant date fair value of the performance-based stock at target level of achievement pursuant to the performance-based restricted stock units awarded during fiscal year 2012. Of the long-term compensation granted during fiscal year 2012, 50 percent of the total value was in the form of performance-based stock which may never be realized if the performance goals are not met.

Chief Executive Officer Long-Term Compensation	Other Named Executive Officers Long-Term Compensation

Base Salary

The base salaries of our Named Executive Officers were raised in fiscal year 2012 for the first time since they were reduced in fiscal year 2008. In November 2008, our Named Executive Officers agreed to reductions in their base salaries of five percent (15 percent, in the case of our Chief Executive Officer) due to the economic uncertainty in the global economy at that time. As a consequence of these reduced salaries, our Named Executive Officers’ base salaries were at or below the 25^th percentile of our peer group. The Compensation Committee increased the base salaries of our Named Executive Officers because our compensation philosophy is to provide base salaries at the 50^th percentile of our peer group and our base salaries were well below those levels. The increases to base salaries in fiscal year 2012 brought base salary levels for the Named Executive Officers up to or over the 25^th percentile of our peer group although base salary levels remain below our target of the 50^th percentile of our peer group.

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Annual Cash Incentive Awards

Annual cash incentive awards for executives in fiscal year 2012 were determined pursuant to the 2012 Executive Incentive Compensation Plan (the “2012 EICP”). The performance goals in the 2012 EICP were revenue growth and non-GAAP operating profit targets. Pursuant to the 2012 EICP, the annual revenue growth target was 16 percent and the annual non-GAAP operating profit target was 27 percent. In fiscal year 2012, TIBCO’s actual revenue growth was 11.3 percent and the actual non-GAAP operating profit was 27 percent. Based on our financial results, the 2012 EICP resulted in cash incentive awards at 53 percent of target for the Named Executive Officers. The actual amounts paid to each Named Executive Officer pursuant to the 2012 EICP was adjusted by the Compensation Committee based on the recommendation of our CEO (other than with respect to himself), taking individual performance and contribution into consideration.

Long-Term Equity Awards

In fiscal year 2012, we changed our practice to grant only restricted stock or restricted stock units other than in certain jurisdictions where stock options remain favorable due to local legal or tax considerations. We made this change to assist in achieving our long-term goal of lowering the dilution rate of our equity compensation program. We first introduced the use of restricted stock and restricted stock units in fiscal year 2006 in order to reduce dilution. As a result of our efforts to manage our dilution rate, we have been able to reduce our overhang from 28.2 percent at the end of our 2009 fiscal year to 16.6 percent at the end of our 2012 fiscal year.

We granted a combination of performance-based restricted stock units (“PRSU”) and time-based restricted stock to our Named Executive Officers during fiscal year 2012:

· Performance-Based Restricted Stock Units.    The purpose of the PRSU is to align the interests of management with the long-term interest of stockholders by focusing management on growing our non-GAAP earnings per share (“Non-GAAP EPS”). The awards pursuant to the PRSU are the right to receive future grants of restricted stock units based on achievement of financial performance goals. Under the PRSU, non-GAAP EPS growth targets were set for each of fiscal years 2012, 2013 and 2014 with the target number of restricted stock units earned if TIBCO achieves an average Non-GAAP EPS growth rate of 15 percent over the three-year period. The PRSU also allowed recipients to earn higher percentages of the target number of restricted stock units based on average Non-GAAP EPS growth rates of over 15%. Based on the PRSU, if TIBCO met the threshold average Non-GAAP EPS of 15 percent, recipients would earn 100 percent of the target number of restricted stock units and if TIBCO achieved an average Non-GAAP EPS of 25 percent, the CEO would receive a maximum of 300 percent of the target number and the other Named Executive Officers would receive a maximum of 200 percent of the target number. In fiscal year 2012, under the PRSU, 15 percent of the target number of restricted stock units would have been earned if Non-GAAP EPS growth had been at least 15 percent. TIBCO achieved Non-GAAP EPS growth of 13.9 percent and, as a result, no restricted stock units were earned during the 2012 fiscal year. Pursuant to these equity awards, the shares that could have been earned in fiscal year 2012 may be earned in future periods, subject to meeting subsequent performance goals. The Compensation Committee believes that these goals are consistent with the objective of enhancing stockholder value.

· Time-Based Restricted Stock.    In an effort to balance the risk associated with the grants awarded under the PRSU, the Compensation Committee awarded half of the total equity compensation package to the Named Executive Officers in the form of restricted stock. The restricted stock is subject to time-based vesting and provides on-going retention value even in the event that the performance targets set in the PRSU are not achieved. Based on the target number of restricted stock units pursuant to the PRSU, the Named Executive Officers received an equal amount of PRSUs and time-based restricted stock. The Compensation Committee believes that this provides an appropriate mix of equity and is consistent with the aggressive stock ownership requirements in place for our Named Executive Officers.

Compensation Governance

Our compensation program is based on our compensation governance framework and our pay-for-performance philosophy, including the following features:

· The Compensation Committee is comprised solely of independent directors.

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· The Compensation Committee’s independent compensation consultant, Radford, an AON Hewitt Company (“Radford”), is retained directly by the Committee and performs no services directly for us other than to provide compensation surveys to our Human Resources department.

· Stock ownership guidelines are designed to align the interests of our directors and executives with those of our stockholders.

· The Compensation Committee conducts a review of compensation-related risk. In conducting its review, the Compensation Committee evaluated our executive compensation program and major broad-based compensation programs for all employees and concluded that it does not believe that our programs create risks that are reasonably likely to have a material adverse effect on TIBCO. When evaluating our executive compensation program, the Compensation Committee considers whether the program is based on the appropriate philosophy, benchmarked against the appropriate peer group and balanced between long and short-term performance targets, company and individual performance.

· All equity awards and cash incentive awards are subject to claw-back provisions that allow the Compensation Committee to rescind awards and require our Section 16 officers to reimburse us for amounts earned if the officer was engaged in “Detrimental Activity.”

Executive Compensation Philosophy

TIBCO’s executive compensation programs are designed to reward achievement of specific corporate goals and align our executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals. The basis for our compensation program is to pay for performance, as discussed in further detail in this Compensation Discussion and Analysis.

Compensation Committee Responsibilities and Authority

Our Compensation Committee reviews and establishes the compensation for our Chief Executive Officer and the other Named Executive Officers, each of our Section 16 officers and, when appropriate, certain other employees. The Compensation Committee’s responsibilities also include, among other duties, the responsibility to:

· review and approve the compensation and compensation policies for our executive officers;

· review and approve all forms of compensation to be provided to our Section 16 officers;

· review the compensation of non-employee directors and make recommendations to the Board of Directors for changes thereto;

· review and make recommendations to the Board of Directors regarding other incentive compensation plans for the provision of compensation to other officers;

· oversee the management of risks associated with our compensation policies and programs; and

· review and discuss with management our disclosures to be included in each annual proxy statement and annual report on Form 10-K regarding executive compensation, including our disclosures under “Compensation Discussion and Analysis.”

The Compensation Committee has the authority to engage compensation consultants to provide advice in connection with the determination of executive and director compensation. In accordance with this authority, the Compensation Committee has engaged Radford as its compensation consultant since October 2006. The Compensation Committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and benefits.

Compensation Philosophy and Objectives

Our Compensation Committee believes that an effective compensation program should reward achievement of specific corporate goals and align our executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals. Our compensation programs are designed to motivate our executive officers to achieve or exceed corporate goals that enhance stockholder value and enable us to attract and retain key employees. Our executive compensation program is designed to reward superior performance and to achieve the following overall objectives:

· Compensation Should Align the Interests of our Executives with our Stockholders.    Compensation should link the interests of management with those of stockholders by making a substantial portion of executive compensation depend upon our financial performance;

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· Compensation Should be Competitive.    Compensation levels should be sufficiently competitive to attract and retain superior executives by providing them with the opportunity to earn total compensation packages that are competitive in the industry;

· Compensation Should be Based on Performance.    Compensation should reward corporate and individual results by recognizing performance through salary, annual cash incentives and long-term incentives; and

· Compensation Should Reflect Responsibility and Accountability.    Compensation should be based on the level of skill, knowledge, effort and responsibility needed to perform the job successfully.

The cornerstone of our compensation program is to pay for performance. Our Compensation Committee sets performance targets for our executives. A significant portion of the total compensation of our executives is performance-based, contingent on meeting annual and long-term corporate performance goals. Our Compensation Committee also believes that restricted stock awards to executives, combined with our stringent stock ownership requirements, reflect our focus on pay-for-performance because the value of such awards is directly tied to the value of our stock, thereby providing award recipients with incentives to increase the value of our stock. We believe these equity awards are beneficial in aligning management and stockholder interests, and consequently increasing stockholder value.

Our compensation philosophy for our executives emphasizes performance-based and long-term compensation. Under our compensation philosophy, we target each of base salary and total cash compensation for our executives at the 50^th percentile of our peer group. In addition, a significant portion of the total cash compensation is performance-based. We target our long-term equity compensation at the 75^th percentile of our peer group and a significant proportion of the long-term equity compensation consists of performance-based equity which provides compensation only when performance targets have been met. The Compensation Committee sets performance objectives for equity awards at levels designed to deliver corporate performance at the 75^th percentile of our peer group. As a result of our emphasis on performance-based compensation, the Compensation Committee may sometimes make equity grants to our executives containing long-term performance goals that it believes would result in performance far exceeding our peer group. It is possible for the target total compensation of our executives to be at the 90^th percentile of our peer group in these extraordinary circumstances.

Roles of the Compensation Committee, the Chief Executive Officer and the Compensation Consultant

Our Compensation Committee reviews and approves the annual salary and annual cash incentive awards as well as all long-term equity incentive awards for each Section 16 officer consistent with the terms of any applicable employment arrangements; administers our equity plans; consults with management regarding compensation and benefits for our non-executive officers and other employees (as appropriate); and oversees our compensation and benefits plans, policies and programs generally. Our Compensation Committee establishes our compensation plans and specific compensation levels for our Chief Executive Officer and the other Section 16 officers.

Our Chief Executive Officer makes recommendations to the Compensation Committee with respect to compensation for other executive officers, including the structure and terms of these executives’ annual cash incentives and long-term equity incentives. Our Chief Executive Officer considers factors such as tenure, individual performance, responsibilities and experience levels of the executives, as well as the compensation of the executives relative to one another, when making recommendations regarding appropriate total compensation of our executives. Certain executives assist the Chief Executive Officer in structuring his proposals regarding the design of the annual cash incentives and long-term equity incentives; however, executives do not play any role in setting their own compensation. Our Chief Executive Officer either discusses his recommendations with the Chairman of the Compensation Committee or has management present them at Compensation Committee meetings. During fiscal year 2012, our Executive Vice President, General Counsel & Secretary regularly attended the Compensation Committee meetings to provide perspectives on the competitive landscape, the needs of the business and information about our financial performance. The Compensation Committee periodically meets in executive session without management to deliberate on executive compensation matters. The Compensation Committee considers, but is not bound to and does not always accept, the Chief Executive Officer’s recommendations regarding executive compensation. The Compensation Committee reviews all recommendations in light of our compensation philosophy and generally seeks input from Radford prior to making any final decisions.

Our Compensation Committee has engaged Radford directly as its outside compensation consultant to advise the Compensation Committee on all matters related to executive compensation. The Compensation Committee has adopted a

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Compensation Consultant Policy which sets forth guidelines designed to ensure the independence of the compensation consultant. Pursuant to this policy, management may work with Radford on matters for the Compensation Committee where such work is requested by the Compensation Committee. In addition, Radford may provide services to management so long as the Compensation Committee determines that, in its business judgment, such services do not interfere with the exercise of Radford’s independent judgment. Management reports to the Compensation Committee at least annually regarding all services and fees paid to Radford. Other than providing compensation surveys to the Company’s Human Resources department, Radford provides no services directly to TIBCO.

Radford is engaged directly by the Compensation Committee. Representatives of Radford attend Compensation Committee meetings, review meeting materials and provide advice to the Compensation Committee upon its request. For example, Radford provides data to the Compensation Committee on trends and issues in executive compensation, assists in determining the appropriate peer group against which to compare executive compensation, compares our executive compensation levels against our peer group and comments on the competitiveness and reasonableness of our executive compensation program. In addition, Radford assists the Compensation Committee in the development of our Executive Incentive Compensation Plan and other long-term incentive plans, including commenting on performance targets.

Peer Group Selection

One of the primary goals of our executive compensation program is to establish compensation practices and levels based on the practices of companies in our peer group. Our Compensation Committee, with Radford’s assistance, identified a peer group of public companies comprised of software, software and hardware, internet and software as a service or cloud based companies, to use in benchmarking our executive compensation. The Compensation Committee reviews the companies included in the peer group and our selection criteria annually and makes changes in connection with mergers and acquisitions and based on changes in the marketplace. For the purposes of setting executive compensation for fiscal year 2012, the Compensation Committee removed one company (Lawson Software, Inc.) from our peer group because it was acquired and is no longer a publicly-traded software company.

The companies in the peer group we used to benchmark our executive compensation for fiscal year 2012 are publicly-traded companies with revenues generally between $400 million and $1.2 billion, market capitalizations generally between $1 billion and $6 billion and between 1,000 and 4,000 employees. We may include companies that do not fit these criteria if we believe that we are directly competing with such companies for executive talent. Our Compensation Committee believes it is important to benchmark compensation against our peer group because we directly compete with these companies to hire executive talent. When establishing the fiscal year 2012 executive compensation program, our Compensation Committee identified the following peer group:

Akamai Technologies, Inc.	Nuance Communications, Inc.	Red Hat, Inc.
Ariba, Inc.	Parametric Technology Corporation	salesforce.com
Fair Isaac Corporation	Pegasystems, Inc.	Solera Holdings, Inc.
Informatica Corporation	Progress Software Corporation	Synopsys Inc.
MicroStrategy Incorporated	Quest Software Inc.	VeriSign, Inc

The companies included in the peer group differ from those listed in the indices used to prepare our stock price performance graph, which can be found in our 2012 Annual Report to Stockholders. The Compensation Committee found that, based on input from management and Radford, the companies listed in the peer group more closely represent the labor markets in which we compete for executive talent. At the time the Compensation Committee established the peer group for the fiscal year 2012 executive compensation program, we were at the 67^th percentile of our peer group in terms of revenue and the 62^nd percentile in terms of market capitalization.

Stockholder Vote

At our 2012 Annual Meeting of Stockholders, our stockholders approved, in an advisory vote, the compensation of our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related disclosures in our proxy statement. The proposal was approved by our stockholders with over 99 percent of the votes cast voting “for” approval and less than one percent voting “against” approval. In light of the level of approval by our stockholders, the Compensation Committee did not make changes to our compensation policies or practices specifically in response to the stockholder vote.

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Components of Executive Compensation

The compensation program for our executive officers consists of the following:

· Base salary

· Annual cash incentive awards

· Long-term equity incentive awards

· Benefits

· Cash bonuses or equity grants as retention tools

· Severance and change in control protection

Base Salary

Base salary is determined by the executive’s performance, responsibilities, the salary range for comparable positions within our peer group and the executive’s individual qualifications and experience. Base salaries are reviewed annually and may be adjusted by our Compensation Committee in accordance with certain criteria which include individual performance; levels of responsibilities; individual competencies, skills and contributions; functions performed; peer group compensation levels for comparable positions; internal compensation equity issues; and our general financial performance. Our Chief Executive Officer proposes base salary amounts for the Compensation Committee’s consideration based on his evaluation of individual performance and expected future contributions; a review of survey data to ensure competitive compensation against the peer group; and a comparison of the base salaries of the executive officers who report directly to the Chief Executive Officer to ensure internal equity. The Compensation Committee retains the discretion to provide base salary increases in the event that an executive officer is appointed to a position of increased responsibility. The weight given each factor by the Compensation Committee may vary with each individual.

As discussed above, we believe that a significant portion of an executive’s compensation should be based on our performance. Accordingly, our policy is to target and pay base salary levels for executive officers at the 50^th percentile of our peer group. Targeting the 50^th percentile of our peer group for base salary allows us to allocate a larger portion of total compensation to variable performance-based compensation while still offering enough fixed pay to maintain a stable management team and attract competent executive talent.

Annual Cash Incentive Awards

Our annual cash incentive awards provide our employees, including our Named Executive Officers, the opportunity to obtain cash bonuses at the end of each fiscal year based upon the achievement of corporate and individual performance goals. It is our philosophy to place a large proportion of the executive’s total annual cash compensation at risk and directly dependent upon the achievement of pre-established corporate and individual performance goals. Consistent with our pay-for-performance philosophy, our Compensation Committee believes that annual cash incentive awards should potentially equal or exceed base salary when corporate performance exceeds projected performance of the infrastructure software market and our peer group.

Annual cash incentive awards to our Named Executive Officers are paid pursuant to our Executive Incentive Compensation Plan or “EICP.” The goal of the EICP is to pay higher than market average total compensation for excellent annual performance. We target total cash compensation levels (base salary and annual cash incentive awards) at the 50^th percentile of our peer group when we meet our annual corporate performance goals. Although we target base salary at the 50^th percentile of our peer group, actual base salaries for our Named Executive Officers were generally around the 25^th percentile of our peer group in fiscal year 2012. In order to provide target total cash compensation at the 50^th percentile, a significant portion of the total potential cash compensation for our Named Executive Officers was contingent on the achievement of the performance metrics set in the EICP, consistent with our pay-for-performance objectives. Cash incentive awards are based upon the achievement of the financial performance objectives set by our Compensation Committee. Under the EICP, the Compensation Committee has discretion to increase or reduce awards if the Compensation Committee believes circumstances warrant such adjustment. Additionally, under the EICP the Compensation Committee retains discretion to award the Named Executive Officers a bonus of up to 20% of base salary, taking into account considerations such as TIBCO’s performance compared to its plan or its peer group. Our Compensation Committee believes such awards motivate our executive officers to address annual performance goals, using more immediate measures for performance than those reflected in the appreciation in the value of our stock. EICP awards are based on a pre-determined percentage of the

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executive’s base salary, dependent upon the achievement during the fiscal year of certain performance goals set by our Compensation Committee, and subject to the Compensation Committee’s discretion. The Compensation Committee typically establishes both revenue growth and operating income before taxes targets for the EICP. Because there are two separate tests for determining payouts to our executive officers under the EICP, it is often difficult for us to meet both targets. When the Compensation Committee reviewed our financial performance on these measures relative to our peer group, it found that most companies were able to meet one of the measures but that few companies were able to achieve results in both categories at or above the 50^th percentile. Due to the difficulty of achieving two financial metrics simultaneously, during fiscal years 2004 through 2012, we have met both targets, and our EICP has paid at or above such target, in only four of the nine years.

Long-Term Equity Incentive Awards

Our equity compensation program typically consists of three components: equity awards upon commencement of employment with TIBCO, annual equity awards for continuing employees and performance-based equity awards. In fiscal year 2012, we changed our practice to grant only restricted stock or restricted stock units other than in certain jurisdictions where stock options remain favorable due to local legal or tax considerations as part of our efforts to manage our dilution rate. Equity awards made to new employees are typically granted in the form of restricted stock or restricted stock units. Annual equity awards to our executive officers are typically in the form of restricted stock, restricted stock units, or some combination. Performance-based equity awards may be granted as part of our annual equity program or may be granted with multi-year performance metrics to align our executives’ interests with our corporate goals. Long-term equity incentive awards are granted pursuant to our 2008 Equity Incentive Plan (the “Plan”). Long-term equity incentive awards to executive officers are based on job responsibilities and potential for individual contribution, with reference to the levels of total direct compensation (total cash compensation plus the value of long-term equity incentive awards) of executives at our peer companies. When it makes new grants, the Compensation Committee also considers the retention value of previous equity grants.

Our Compensation Committee believes that granting equity to management is beneficial in aligning management and stockholder interests by focusing executives on increasing stockholder value, which in turn increases the value of the awards. Our Compensation Committee adopted the use of restricted stock and restricted stock units in fiscal year 2006 to assist in achieving our long-term goal of lowering the average annual dilution rate against a backdrop of increasing headcount, while providing an equity vehicle that allows us to attract, motivate and retain the talent critical to achieving our corporate goals. As a result of our efforts to manage our dilution rate, we have been able to reduce our overhang from 28.2 percent at the end of our 2009 fiscal year to 16.6 percent at the end of our 2012 fiscal year. Overhang is defined as the number of outstanding stock options and unvested equity awards, divided by the number of common shares outstanding. For purposes of our overhang calculation, we exclude the shares available for issuance pursuant to our deferred compensation plan as those shares would be issued only upon deferral of cash compensation equal to the fair market value of the shares.

Awards of restricted stock and restricted stock units to new employees typically vest over a four year period with 50 percent vesting on the second anniversary of the grant date and the remainder vesting annually thereafter. Awards of restricted stock and restricted stock units to existing employees as annual equity awards typically vest annually over four years at a rate of 25 percent per year.

Annual Equity Awards

Annual equity awards are based on guidelines that provide for awards commensurate with position levels and that reflect grant practices within our peer group. Equity awards to our Named Executive Officers typically include a combination of performance-based equity and time-based restricted stock.

We target annual long-term equity incentive awards at the 75^th percentile of our peer group, subject to adjustment by the Compensation Committee based on the criteria described below. Consequently, individual employees may receive equity awards above or below approved guidelines. The principal factors the Compensation Committee considers in determining whether to adjust the amount of the long-term equity awards for our executive officers above or below the 75^th percentile of our peer group are prior performance, contributions to TIBCO, level of responsibility, value of other compensation, the executive officer’s ability to influence our long-term growth and profitability, and the retention value of prior equity awards. The Plan does not provide any quantitative method for weighing these factors, and a decision to grant an equity award is primarily based upon the Compensation Committee’s evaluation of past as well as future anticipated performance.

Performance-Based Equity Awards

Performance-based equity awards may be granted by the Compensation Committee to reward achievement of specific goals. The Compensation Committee believes that the use of performance-based equity awards encourages participants to focus on achievement of specific objectives and can be a valuable component of executive compensation. For example,

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performance-based equity awards may have a multi-year performance period which can create long-term retention incentives and motivate executives to increase stockholder value over a longer period than annual compensation. In addition, the Compensation Committee may award performance-based equity to our executives as a component of their annual equity awards. The Compensation Committee grants performance-based equity consistent with its pay-for-performance philosophy.

Benefits

Executives are able to participate in broad-based employee benefit plans which are available to employees in the country where the executive resides. In the United States, where all of the Named Executive Officers reside, employee benefits include company matching in our 401(k) plan, medical and dental insurance, life insurance and our employee stock purchase plan. In addition, we maintain a deferred compensation plan (the “DCP”) that allows certain executives and our non-employee directors to defer certain cash compensation into restricted stock units in accordance with Section 409A of the Code. We do not make any matching contributions to participants in the DCP. The Compensation Committee adopted the DCP in conjunction with the adoption of Stock Ownership Guidelines as a mechanism to assist our executives and non-employee directors to meet their ownership guidelines.

Cash Bonuses or Equity Grants as a Retention Tool

Occasionally, our Compensation Committee grants cash or equity awards for the purpose of encouraging certain executives to remain with TIBCO. In situations where our Chief Executive Officer determines that this type of award is necessary or appropriate for the continued success of our long-term goals or overall retention, he discusses the rationale for the grant with our Executive Vice President, General Counsel to determine the appropriate form and size of the grant. The recommendation is discussed with the Compensation Committee’s compensation consultant who provides input in preparation for making the recommendation to the Compensation Committee as well as input directly to the Compensation Committee chairman. Retention bonuses and equity grants include vesting or claw-back provisions that are designed to encourage recipients to maintain their employment with us into the future. These provisions may differ from our standard vesting schedules.

Severance and Change in Control

We believe that severance protections, particularly in the context of a change in control transaction, can play a valuable role in attracting and retaining executive officers. Accordingly, we provide such protections for our executives under a Change in Control and Severance Plan (the “Change in Control Plan”) and for our Chief Executive Officer in his employment agreement. Our Compensation Committee evaluates the level of change in control benefits provided to our executives, and in general, we consider these protections an important part of an executive’s compensation and consistent with competitive practices.

As described in more detail below under the section entitled “Executive Compensation—Severance and Change in Control Arrangements,” our executives would be entitled under their agreement or the Change in Control Plan, as applicable, to severance benefits in the event of a termination of employment in connection with a change in control of TIBCO. We believe that the occurrence, or potential occurrence, of a change in control transaction would create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions cause significant organizational changes, particularly at the senior executive level. In order to encourage certain of our executive officers to remain employed during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executives with enhanced severance benefits if their employment is terminated without cause or the executive resigns for good reason in connection with a change in control. Because we believe that a termination by the executive for good reason may be conceptually the same as a termination by an acquiror without cause, and because we believe that in the context of a change in control, potential acquirors would otherwise have an incentive to constructively terminate the executive’s employment to avoid paying severance, we believe it is appropriate to provide severance benefits in these circumstances. In addition, pursuant to current market practices, our Chief Executive Officer would be entitled under his agreement to additional severance benefits if terminated without cause or if he resigns for good reason other than in connection with a change in control.

Fiscal Year 2012 Executive Compensation

A significant portion of the compensation received by our Named Executive Officers in fiscal year 2012 consisted of performance-based, long-term compensation.

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Fiscal Year 2012 Base Salary

On November 1, 2008, we initiated a base salary reduction for all U.S. employees in an effort to manage expenses during the period of economic uncertainty at that time. In connection with the reduction, our Chief Executive Officer’s base salary was reduced by 15 percent and the base salary of each of the other Named Executive Officers was reduced by five percent. As a consequence of these reduced salaries, our Chief Executive Officer’s base salary was below the 25^th percentile of our peer group and the base salaries of our other Named Executive Officers were at the 25^th percentile of our peer group.

In fiscal year 2012, the base salaries of our Named Executive Officers were raised for the first time since their reduction in fiscal year 2008. The Compensation Committee increased the base salaries of our Named Executive Officers because our compensation philosophy is to provide base salary at the 50^th percentile of our peer group and our base salaries were well below those levels. These increases brought base salary levels for the Named Executive Officers up to or over the 25^th percentile of our peer group although base salary levels remain below the target set forth in our compensation philosophy of the 50^th percentile of our peer group.

Fiscal Year 2012 Annual Cash Incentive Awards

Our 2012 EICP was designed to reward our executives for our achievement of specified levels of corporate financial performance and their individual performance during fiscal year 2012. The Compensation Committee set targets in line with our corporate goal of growing revenue while maintaining strong operating profit margins in fiscal year 2012. Consequently, our 2012 EICP set two components as the bases for determining 2012 annual incentive awards. These components are the attainment of goals related to:

· Revenue growth; and

· Non-GAAP operating profit before tax.

The target established in the 2012 EICP for revenue growth was a 16 percent increase in gross revenue in fiscal year 2012 over fiscal year 2011 and 27 percent non-GAAP operating profit before tax. Non-GAAP operating profit before tax excludes gains and losses on equity investments, costs related to formal restructuring plans or acquisition activities, stock-based compensation related to employee equity awards, the amortization of acquired intangible assets and charges for acquired in-process research and development, and the income tax effects of the foregoing, as well as adjustments for the impact of changes in the valuation allowance recorded against TIBCO’s deferred tax assets. The Compensation Committee also set a threshold for performance under the 2012 EICP below which no bonuses would be paid. For the 2012 EICP, the threshold below which no bonuses would be paid was one of the following combinations: (a) increased revenue of 10 percent and non-GAAP operating profits before tax of 27 percent or (b) increased revenue of 16 percent and non-GAAP operating profits before tax of 25 percent. In addition, the Compensation Committee also set a maximum achievement level for both revenue growth and non-GAAP operating profit before tax. For the 2012 EICP, the maximum achievement level was one of the following combinations: (a) an increase in revenue of 30 percent and non-GAAP operating profits before tax greater than 29 percent or (b) an increase in revenue of 25 percent and non-GAAP operating profits before tax greater than 31 percent. Pursuant to the 2012 EICP, if TIBCO achieved both revenue growth and non-GAAP operating profits before tax levels above the maximum, the 2012 EICP provided that the Compensation Committee would have discretion to set the award amounts. In addition, the Compensation Committee had discretion to vary payments either above or below the levels achieved pursuant to the terms of the 2012 EICP.

In establishing the financial targets for the 2012 EICP, the Compensation Committee reviewed an analysis of the relative revenue growth and operating income before taxes as a percent of revenue of our peer group and TIBCO’s financial plan for the 2012 fiscal year. The Compensation Committee conducted the review of our financial performance relative to our peer group to ensure that financial performance targets under the 2012 EICP were at levels that reward above market performance and were sufficiently difficult to achieve.

Each executive officer was assigned a target annual incentive award level, expressed as a percent of annual base salary. For fiscal year 2012, our Named Executive Officers (other than our Chief Executive Officer) were eligible for target awards equal to 80 percent of base salary if the target levels of corporate financial performance were achieved and awards equal to 152 percent of base salary if the maximum levels of corporate financial performance were achieved. Our Chief Executive Officer was eligible for target awards equal to 100 percent of base salary if the target levels of corporate financial performance were achieved and awards equal to 190 percent of base salary if the maximum levels of corporate financial performance were achieved. Consequently, assuming that the target level of corporate financial performance for the 2012 EICP was met, approximately 44 percent of each Named Executive Officer’s (other than our Chief Executive Officer) and 50 percent of our Chief Executive Officer’s total cash compensation was “at-risk” compensation contingent on the attainment of our goals. Based on the target annual incentive award levels, the total cash compensation levels for our Named Executive Officers (other than our Chief Executive Officer) ranged from approximately the 25^th to 50^th percentile of our peer group.

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With respect to individual performance, the Compensation Committee believes that it is appropriate to reward individual performance that has benefited and/or promoted our business strategies. Under the terms of the 2012 EICP, the Compensation Committee could approve a discretionary incentive award of up to 20 percent of each Named Executive Officer’s base salary. This component of the 2012 EICP allows the Compensation Committee to take into account factors that may have affected the level of achievement where targets are not achieved or to consider a specific individual’s contribution during the year, and is not related to our Compensation Committee’s discretion in setting award amounts if we exceed the maximum level set forth in the EICP for both revenue growth and operating profits components. In addition, where achievement of multiple performance goals would otherwise be necessary for a minimum payout, the discretionary component allows the Compensation Committee to recognize and reward an individual’s continued efforts and strong performance through the end of the fiscal year notwithstanding the fact that achievement of one or more goals was not possible. The Compensation Committee believes that the discretionary components further the goals of our compensation program to reward individual performance and provide reasonable compensation that is competitive and provides retention value. In the absence of the discretionary components, the Compensation Committee would be confined to a purely quantitative approach, which could work against the goals of our compensation program by failing to reward strong individual performance.

In fiscal year 2012, we exceeded the 2012 EICP threshold but failed to meet the target. Our fiscal year 2012 financial results of an approximately 11.3 percent increase in revenue and 27 percent non-GAAP operating profits before tax placed the achievement at 53 percent of target pursuant to the 2012 EICP. Actual payments to the Named Executive Officers were adjusted based on individual performance and contribution.

The table below shows the amounts actually paid to each Named Executive Officer pursuant to the 2012 EICP and the threshold, target and maximum amounts payable upon achievement of the financial targets, excluding the discretionary component.

	Mr. Ranadivé		Mr. Rode		Ms. Carey		Mr. Hughes		Mr. Sonmez
Threshold Payment Under the 2012 EICP	$	230,000	$	128,000	$	120,000	$	112,000	$	128,000
Target Payment Under the 2012 EICP	$	575,000	$	320,000	$	300,000	$	280,000	$	320,000
Maximum Payment Under the 2012 EICP	$	1,092,500	$	608,000	$	570,000	$	532,000	$	608,000
Actual Payment Under the 2012 EICP	$	306,000	$	200,000	$	175,000	$	160,000	$	148,500

Fiscal Year 2012 Long-Term Equity Incentive Awards

In fiscal year 2012, our Named Executive Officers received annual equity awards in the forms of performance-based restricted stock units and time-based restricted stock. To determine the size of the annual equity awards, the Compensation Committee, with the assistance of Radford, compared the long-term equity incentive compensation levels of our executives with similar positions within our peer group to determine the long-term equity incentive compensation amount for each executive. The Compensation Committee evaluated the total value delivered by the annual equity grant against the 75^th percentile of the value of long-term incentive compensation of our peer group. In finalizing the amounts of the fiscal year 2012 annual equity awards, the Compensation Committee considered factors such as our Chief Executive Officer’s recommendations, the burn rate and expense of the executive grants, and the value of outstanding unvested equity awards then held by each executive, including the performance-based equity awards, and the degree to which those values are aligned with our retention goals.

Performance-Based Equity Awards

In fiscal year 2012, the Compensation Committee increased its use of performance-based restricted stock units (“PRSUs”) and granted the annual equity awards to our Named Executive Officers in equal amounts of PRSUs (at achievement of target performance goals) and time-based awards in the form of restricted stock. The Compensation Committee increased the amount of PRSUs in connection with the elimination of stock option grants which were also performance-based since the value of stock options is directly tied to our stock price. The Compensation Committee believes that this mix of components, including the increased emphasis on PRSUs, further enhances the pay-for-performance nature of

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our executive compensation program because the PRSUs are subject to performance conditions based on our financial performance. Further, the Compensation Committee believes that granting a mix of equity to our executives provides the appropriate balance between performance, risk and retention.

The awards pursuant to the PRSU are the right to receive future grants of restricted stock units subject to achievement of performance-based objectives and in addition, time-based vesting subject to continued employment. The performance goals set in the PRSUs granted in fiscal year 2012 are based on non-GAAP earnings per share (“Non-GAAP EPS”) growth and have performance targets for each of fiscal years 2012, 2013 and 2014. The Compensation Committee believes that setting performance goals over multiple years encourages the executive team to focus on sustained, long-term earnings growth, consistent with stockholder interests. Pursuant to the PRSUs granted to the executives in fiscal year 2012, target awards would be earned if we are able to grow Non-GAAP EPS at an annual average rate of 15 percent with the possibility of earning additional awards for achievement of Non-GAAP EPS growth of up to 25 percent. Based on the PRSU, if TIBCO had met the threshold Non-GAAP EPS growth of 15 percent in fiscal year 2012, recipients would have earned 33 percent of the target number of restricted stock units. In fiscal year 2012, TIBCO achieved Non-GAAP EPS growth of 13.9 percent and, as a result, the executive officers did not meet the performance targets in the PRSU and did not earn any restricted stock units. The following tables sets forth the grant date fair value of the PRSUs granted in fiscal year 2012 at target, the amount that could have been earned if the performance goals for fiscal year 2012 were met and the amount actually earned in fiscal year 2012 pursuant to the PRSUs:

	Mr. Ranadivé		Mr. Rode		Ms. Carey		Mr. Hughes		Mr. Sonmez
Total Value of PRSU at Target	$	5,171,250	$	886,500	$	738,750	$	664,875	$	886,500
Value of PRSU Eligible to be Earned in 2012	$	775,688	$	292,545	$	243,788	$	219,409	$	292,545
Actual Value of PRSU Earned in 2012	$	0	$	0	$	0	$	0	$	0

For purposes of the PRSU, “Non-GAAP EPS” means our consolidated GAAP net income at the point of measurement adjusted for: (i) stock-based compensation expense; (ii) amortization and impairment of acquired intangible assets; (iii) acquisition related charges incurred after the issuance of a signed or definitive term sheet that include third party legal, banker, accounting, other advisory fees and severance costs for terminated employees of the acquired company for employees that are terminated within 90 days of the acquisition date for completed, in process or uncompleted transactions; (iv) fair value deferred revenue adjustments in accordance with business combination standards that are at least five (5) million dollars or greater from acquisitions (per acquisition); (v) non-cash expenses incurred in connection with the impairment or write-off of goodwill, in-process research and development or any other intangible assets; (vi) costs related to approved restructuring activities that are separately disclosed in our GAAP financial statements; (vii) litigation settlements and third party legal expenses associated with litigation settlements; (viii) gains and losses on equity investments; (ix) other non-recurring extraordinary items that are separately disclosed in our GAAP financial statements; (x) non cash interest income and expense; (xi) adjustments for changes in the valuation allowance recorded against our deferred tax assets in accordance with GAAP; and (xii) the income tax effects of the preceding adjustments; divided by diluted GAAP shares.

Time-Based Equity Awards

In fiscal year 2012, the Compensation Committee awarded a portion of the annual equity award to our Named Executive Officers in the form of time-based restricted stock. The Compensation Committee granted restricted stock to balance the risk associated with the PRSU. The restricted stock provides on-going retention value even in the event the performance metrics in the PRSU are not achieved. The restricted stock vests over four years, subject to continued employment. Based on the target number of restricted stock units pursuant to the PRSU, the Named Executive Officers received an equal amount of PRSUs and time-based restricted stock.

Fiscal Year 2012 Chief Executive Officer Compensation

Mr. Ranadivé has served as our Chief Executive Officer and Chairman of the Board since our inception in January 1997. The terms of Mr. Ranadivé’s employment are subject to an employment agreement. Mr. Ranadivé entered into an amended and restated employment agreement in February 2012 in connection with the expiration of his previous employment agreement. The amended and restated employment agreement provides for, among other things, annual compensation of: (i) $575,000 base salary for fiscal year 2012 subject to future adjustments based on our standard practices; (ii) an annual target bonus of 100 percent of base salary; and (iii) for fiscal year 2012, restricted stock unit awards covering 700,000 shares

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of common stock in the event the maximum performance targets pursuant to such awards have been met. Mr. Ranadivé’s employment agreement also contains severance and change in control provisions which are described in the section entitled “Executive Compensation – Severance and Change in Control Arrangements.”

In November 2008, our Chief Executive Officer agreed to reduce his base salary of $575,000 by 15 percent to $488,750 in connection with our efforts to manage expenses during the period of economic uncertainty. Mr. Ranadivé’s base salary was restored to $575,000 in fiscal year 2012 after remaining at the reduced level since November 2008. The Compensation Committee increased the base salary of our Chief Executive Officer because our compensation philosophy is to provide base salary at the 50^th percentile of our peer group and his base salary was well below that level. Despite the increase during fiscal year 2012, our Chief Executive Officer’s base salary is below the 25^th percentile of our peer group. In fiscal year 2012, as part of our annual equity awards, Mr. Ranadivé received an award of 175,000 PRSU (with a maximum potential award of 525,000 shares) and 175,000 restricted stock units.

The target set forth in the 2012 EICP for our Chief Executive Officer was 100 percent of his base salary. Accordingly, our Chief Executive Officer’s target total cash compensation for fiscal year 2012 was below the 25^th percentile of our peer group. In fiscal year 2012, we exceeded the 2012 EICP threshold but failed to meet the target. Our fiscal year 2012 financial results of an approximately 11.3 percent increase in revenue and 27 percent non-GAAP operating profits before tax placed the achievement at 53 percent of target pursuant to the 2012 EICP.

Compensation Policies and Practices

Equity Grant Practices

Our equity award policy sets forth the procedures for granting equity awards. Under our policy, all grants must be approved by the Compensation Committee or, in the case of grants to new employees not exceeding more than 50,000 stock options or 16,667 restricted stock or restricted stock units, by our Chief Executive Officer or, in his absence, our Chief Financial Officer or our General Counsel. Equity grants to new employees have a grant date of the 15^th day of the fiscal quarter following the new employee’s hire date. All other grants generally have a grant date of when the grant is approved by the Compensation Committee. The grant price is the closing price of our common stock on the grant date. We do not have a program, plan or practice of timing equity award grants in conjunction with the release of material non-public information. We strive to make equity awards (other than new hire grants) while our trading window is open. If an award is proposed while the trading window is closed, assuming other required approvals are in place, our General Counsel must review the circumstances of the grant prior to issuance.

Executive and Director Stock Ownership Guidelines

The Compensation Committee believes that it is important to align the financial interests of our senior leadership with those of our stockholders by requiring executives to make a direct investment in holding our shares. Accordingly, we adopted stringent stock ownership guidelines for our Chief Executive Officer, our Executive Vice Presidents and our non-employee directors. The stock ownership guidelines are set as a number of shares and may be reevaluated and revised from time to time based on changes in our common stock or other factors. Individuals subject to the stock ownership guidelines will have until the later of February 2014 or five years from the date such person becomes subject to the guidelines to meet their ownership requirement.

The current stock ownership guidelines for our participants are as follows:

Position	Number of Shares Required to Own
Chief Executive Officer		1,000,000
Executive Vice President		50,000
Non-employee Director		30,000

Shares that count towards satisfaction of the stock ownership guidelines include:

· Shares owned outright by the participant or his or her immediate family members residing in the same household;

· Shares held in trust for the benefit of the participant or his or her family; and

· Restricted stock or restricted stock units where the restrictions have lapsed.

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Equity instruments that do not count towards satisfaction of the stock ownership guidelines include:

· Unvested restricted stock;

· Unvested restricted stock units; and

· Unexercised stock options.

Stock Burn Rate

The Compensation Committee periodically reviews our gross and net burn rates, compared to our peer group and the broader industry as summarized by Radford. The Compensation Committee monitors our equity burn rate and takes into consideration our burn rate compared to peer companies and the broader industry averages when reviewing recommendations for the annual equity awards pool to be distributed to employees. The Compensation Committee endeavors to ensure that our net burn rate approximates the average rate within our peer group as well as the average rates within broader industry groups, and that the annual and the three-year average gross burn rates are below the guidelines set by independent shareholder advisory groups such as Institutional Shareholder Services (“ISS”). During fiscal year 2012, the net shares issued pursuant to our equity plans totaled 1,758,702, and the gross shares issued totaled 2,683,531 (in both cases, including shares earned upon the achievement of performance goals in outstanding performance-based equity awards). There were 163,681,455 shares outstanding at November 30, 2012, resulting in a net burn rate of 1.10 percent and a gross burn rate of 1.68 percent. Net burn rate is defined as the sum of all equity awards granted plus all shares earned pursuant to performance-based restricted stock units during the period less all equity awards that are cancelled and returned during the period, divided by the shares outstanding at the end of the period. Gross burn rate is defined as the sum of all equity awards granted plus all shares earned pursuant to performance-based restricted stock units during the period, divided by the shares outstanding at the end of the period. In addition, using current ISS methodology, our gross burn rates for the past three years are well within the burn rate limit of 7.26% applied to our industry by ISS.

Tax Implications of Executive Compensation

Section 162(m) limits to $1 million the amount of annual compensation that we may deduct when paid to a Named Executive Officer who is a “covered employee” within the meaning of Section 162(m). The regulations allow us to deduct compensation over $1 million if it is performance-based provided certain requirements, such as stockholder approval, are satisfied. Our Plan was approved by our stockholders. Accordingly, stock options and performance-based restricted stock units granted pursuant to the Plan can be excluded from the $1 million limit. Time-based restricted stock and restricted stock unit awards are not considered performance-based and, as such, would not be deductible to the extent that the value of such awards, upon vesting, when aggregated with other non-deductible compensation, exceeds $1 million.

The Compensation Committee considers the deductibility of compensation to its executives when reviewing and structuring compensation programs and attempts to maintain full deductibility to the extent consistent with our overall compensation goals. However, the Compensation Committee may make payments that are not fully deductible if it believes that such payments promote the best long-term interests of our stockholders.

Section 409A of the Code

Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A. Section 409A applies to certain of our severance arrangements. Consequently, to assist in avoiding additional tax under Section 409A, we have amended the severance arrangements described below in a manner intended to either avoid the application of Section 409A or, to the extent doing so is not possible, comply with the applicable Section 409A requirements. In addition, we adopted the DCP in February 2009. The DCP allows certain executives and our non-employee directors to defer certain cash compensation into restricted stock units in accordance with Section 409A.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors has reviewed and discussed the section entitled “Compensation Discussion and Analysis” of this Proxy Statement with management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

Philip K. Wood

Peter J. Job

Nanci E. Caldwell

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference therein.

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RISK ASSESSMENT OF COMPENSATION PLANS

The Compensation Committee reviewed our compensation programs, including executive compensation and major broad-based compensation programs for all employees. Based on our review, we have determined that our compensation programs do not, individually or in the aggregate, encourage executives or employees to undertake unnecessary or excessive risks that are reasonably likely to have a material adverse effect on us. As part of this review, the Compensation Committee engaged Radford to assist with the risk assessment of TIBCO’s executive compensation programs. Radford advised that our executive compensation programs are established using appropriate pay philosophy, peer group and market positioning to achieve our compensation objectives while mitigating risk. Radford also advised that our executive compensation programs are structured with an effective balance of cash and equity, use of multiple performance metrics, short and long-term focus, and guaranteed versus at-risk compensation. Further, policies such as our stock ownership guidelines and the clawback provision in our current equity incentive plan mitigate our compensation risks. Additionally, the Compensation Committee considered the assessment of our major compensation programs for our non-executives globally. Based on this assessment, the Compensation Committee concluded that our programs do not create risks that are reasonably likely to have a material adverse effect on us. In conducting this assessment, management reviewed our compensation programs for non-executives both internally and with Radford and concluded that these programs do not encourage excessive risk taking.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The narrative, table and footnotes below set forth information regarding the total compensation paid to our Chief Executive Officer, Chief Financial Officer and our other Named Executive Officers for fiscal years 2010, 2011 and 2012. The components of the compensation reported in the Summary Compensation Table are described below. For additional information on each component of the total compensation package, see “Compensation Discussion and Analysis.”

Salary

This column sets forth the total base salary earned by each of our Named Executive Officers for fiscal years 2010, 2011 and 2012.

Stock Awards

This column sets forth the aggregate grant date fair value of awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718, excluding any estimates of future forfeitures. The fair value of these grants is calculated using the closing price of our stock on the date of grant. In February 2012, the Compensation Committee granted both time-based restricted stock awards and performance-based restricted stock units to the Named Executive Officers. The time-based restricted stock awards vest over a four-year period and the performance-based restricted stock units vest in the first quarter of fiscal year 2015 (with respect to 50% of such units that have been earned as of that date) and the first quarter of fiscal year 2016 (with respect to the remainder of units earned). In January 2011, the Compensation Committee granted both time-based restricted stock awards and performance-based restricted stock units, each of which vest over a four-year period, to the Named Executive Officers. In February 2010, the Compensation Committee granted awards of performance-based restricted stock units to the Named Executive Officers pursuant to the Plan and in accordance with the terms and conditions of our Long-Term Incentive Plan (the “LTIP”). The awards made pursuant to the LTIP were subject to the achievement of performance targets at the end of a three or four fiscal year period and the Company has achieved those performance goals. In June 2010, the Compensation Committee granted annual refresh stock grants that vest over a four-year period.

Additional information regarding the awards is set forth in the tables entitled “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End 2012.” For a discussion of the assumptions used to calculate the value of awards of restricted stock, restricted stock units and the LTIP awards, see Note 16 to our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended November 30, 2012.

Option Awards

This column sets forth the aggregate amount of compensation costs recognized in the respective fiscal year for option awards granted to each of our Named Executive Officers in the current or prior fiscal years, computed in accordance with FASB ASC Topic 718, excluding any estimates of future forfeitures. Additional information regarding the awards is set forth in the tables entitled “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year-End 2012.” For a discussion of the assumptions used to calculate the value of stock option awards, see Note 15 to our Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended November 30, 2012.

Non-Equity Incentive Plan Compensation

This column sets forth the cash awards earned by each of our Named Executive Officers during the respective fiscal year under our EICP. These amounts are paid in the fiscal year after the fiscal year in which they are earned. For more information about these awards, see the table entitled “Grants of Plan-Based Awards.”

All Other Compensation

This column sets forth all other compensation received by each of our Named Executive Officers during the respective fiscal years not reported in the previous columns. Such amounts include company matching contributions to our 401(k) plan, life insurance and other perquisites.

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Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary1 ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation2 ($)		All Other Compensation ($)			Total ($)
Vivek Y. Ranadivé Chief Executive Officer and Chairman of the Board		2012 2011 2010		542,656 553,366 488,750		—   —   —		10,342,500 4,204,000 7,311,000	3		—   2,930,000 —		306,000 821,833 875,000		101,945 19,943 8,920	4		11,293,101 8,529,142 8,863,670
Murray D. Rode Executive Vice President, Chief Operating Officer		2012 2011 2010		370,642 368,261 345,800		—   —   —		1,773,000 1,051,000 3,052,500	3		—   879,000 —		200,000 425,000 475,000		43,196 10,000 24,023	5		2,386,838 2,733,261 3,897,323
Sydney Carey Executive Vice President, Chief Financial Officer		2012 2011 2010		334,375 329,826 300,000		—   —   —		1,477,500 724,012 2,722,754	3		—   605,537 —		175,000 400,000 425,000		34,729 10,000 14,706	6		2,021,604 2,069,375 3,462,460
William Hughes Executive Vice President, General Counsel and Secretary		2012		323,642		—		1,329,750	3		—		160,000		11,764	7		1,825,156
Murat Sonmez Executive Vice President, Global Field Operations		2012 2011 2010		375,993 355,680 355,680		—   —   —		1,773,000 1,167,788 3,052,500	3		—   976,663 —		148,500 450,000 500,000		51,301 25,000 19,208	8		2,348,794 2,975,131 3,927,388

1 In fiscal year 2011 we changed our vacation policy, which resulted in payments being made to certain employees depending on the amount of accrued vacation held by each employee at the time of payment. These payments are added to the salary column above for fiscal year 2011, as applicable.

2 As described under “Compensation Discussion and Analysis—Fiscal Year 2012 Executive Compensation—Fiscal Year 2012 Annual Cash Incentive Awards” above, the Named Executive Officers’ annual cash incentive awards are derived based on our corporate financial performance with respect to pre-established objectives for the fiscal year and a discretionary component determined by our Compensation Committee. The target and maximum amounts for each Named Executive Officer are reported in the table entitled “Grants of Plan-Based Awards” below.

3 Represents the grant date fair value for awards of restricted stock and performance-based restricted stock units granted in fiscal year 2012 to each of the Named Executive Officers computed in accordance with FASB ASC Topic 718 at the target level, excluding any estimates of future forfeitures. For a discussion of the assumptions used to calculate the value of awards of restricted stock and the performance-based restricted stock units, see Note 16 to our Consolidated Financial Statements in the Form 10-K for the year ended November 30, 2012, as filed with the SEC.

4 Consists of reimbursements for legal expenses of $35,000 related to the negotiation of Mr. Ranadivé’s employment agreement and certain travel and other costs for Mr. Ranadivé and his guest to events attended on behalf of TIBCO.

5 Consists of matching contributions under our 401(k) plan and certain travel and other costs for Mr. Rode and his guest to events attended on behalf of TIBCO.

6 Consists of matching contributions under our 401(k) plan and certain travel and other costs for Ms. Carey and her guest to events attended on behalf of TIBCO.

7 Consists of matching contributions under our 401(k) plan.

8 Consists of matching contributions under our 401(k) plan and certain travel and other costs for Mr. Sonmez and his guest to events attended on behalf of TIBCO.

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Grants of Plan-Based Awards in Fiscal Year 2012

The following table sets forth information concerning restricted stock unit awards, performance-based restricted stock unit awards and grants of stock options granted to our Named Executive Officers during fiscal year 2012, as well as potential threshold, target and maximum payouts under the EICP for fiscal year 2012.

Grants of Plan-Based Awards

Name	Type of Plan/ Award	Grant Date	Estimated Future Payouts Under Non Equity Incentive Plan Awards1							Estimated Possible Payouts Under Equity Incentive Plan Awards2						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards3
			Threshold		Target			Maximum		Threshold		Target (#)		Maximum
Vivek Y. Ranadivé	EICP		$	230,000	$	575,000	4	$	1,092,500
	PRSUs	2/27/2012									26,250		175,000		525,000					$	5,171,250
	Restricted Stock	2/27/2012															175,000			$	5,171,250
Murray D. Rode	EICP		$	128,000	$	320,000		$	608,000
	PRSUs	2/27/2012									9,900		30,000		60,000					$	886,500
	Restricted Stock	2/27/2012															30,000			$	886,500
Sydney Carey	EICP		$	120,000	$	300,000		$	570,000
	PRSUs	2/27/2012									8,250		25,000		50,000					$	738,750
	Restricted Stock	2/27/2012															25,000			$	738,750
William Hughes	EICP		$	112,000	$	280,000		$	532,000
	PRSUs	2/27/2012									7,425		22,500		45,000					$	664,875
	Restricted Stock	2/27/2012															22,500			$	664,875
Murat Sonmez	EICP		$	128,000	$	320,000		$	608,000
	PRSUs	2/27/2012									9,900		30,000		60,000					$	886,500
	Restricted Stock	2/27/2012															30,000			$	886,500

1 These columns show the potential amount of the payment under the EICP if the threshold, target or maximum goals were satisfied for all performance measures, excluding a 20 percent discretionary factor. Under the terms of the EICP, the Compensation Committee may approve a discretionary incentive award of up to 20 percent of each executive officer’s base salary. The actual amounts earned by our Named Executive Officers pursuant to these awards are set forth in the Non-Equity Incentive Plan Compensation column of the table entitled “Summary Compensation Table.” For more information on these awards, including the performance goals and target percentages (as a percent of base salary) for determining payment under the EICP, see the section entitled “Compensation Discussion and Analysis.”

2 These amounts represent the potential performance-based restricted stock units payable pursuant to performance-based restricted stock units awarded in fiscal year 2012 to each of the Named Executive Officers if the threshold, target or maximum goals were satisfied for the performance measure. Vesting under the performance-based stock units is dependent upon meeting specified performance goals. Target amounts represent the number of shares pursuant to the performance-based stock units that would vest if the performance goals are met and assume that no shares are subsequently forfeited. If the performance goals are not met at the threshold level, no shares would be issued. If the performance goals are met at or above the maximum target level, the maximum amount of shares issuable pursuant to the performance-based stock units would be issued. For more information on these awards (including the performance goals and target percentages), see the section entitled “Compensation Discussion and Analysis.”

3 Represents the grant date fair value for awards of restricted stock and performance-based restricted stock units granted in fiscal year 2012 to each of the Named Executive Officers computed in accordance with FASB ASC Topic 718 at the target level, excluding any estimates of future forfeitures. For a discussion of the assumptions used to calculate the value of awards of restricted stock and the performance-based restricted stock units, see Note 16 to our Consolidated Financial Statements in the Form 10-K for the year ended November 30, 2012, as filed with the SEC.

4 Mr. Ranadivé’s target annual incentive award is set at 100 percent of his base salary, pursuant to the terms of his Employment Agreement.

Non-Equity Incentive Plan Awards

Our EICP is designed to grant annual cash awards based on our financial results for the fiscal year. For more information about our annual cash incentive awards, see the discussion under “Compensation Discussion and Analysis.”

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Equity Incentive Plan Awards

The awards made pursuant to the performance-based stock units were granted under our Plan. The performance-based restricted stock awards provide for vesting in the first quarter of fiscal year 2015 (with respect to 50% of such units that have been earned as of the date of determination and the first quarter of fiscal year 2016 (with respect to the remainder of the units earned). If we declare or pay any cash dividends on our common stock, the holders of restricted stock awards will be entitled to such dividends. For more information about the terms of the performance-based stock units, see the discussion under “Compensation Discussion and Analysis.”

Stock Awards

The restricted stock awards were granted under our Plan. The restricted stock awards provide for vesting over four years at a rate of 25 percent per year on the anniversary of the grant date except as otherwise noted. If we declare or pay any cash dividends on our common stock, the holders of restricted stock awards will be entitled to such dividends.

Outstanding Equity Awards at Fiscal Year-End 2012

The following table sets forth information concerning stock option and restricted stock awards as of November 30, 2012 for our Named Executive Officers. The amounts under “Market Value of Shares of Stock or Units That Have Not Vested” were calculated as the product of the closing price of our common stock on the NASDAQ Global Select Market on November 30, 2012, which was $25.05, and the number of shares pursuant to the applicable restricted stock award.

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable1		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price		Option Expiration Date		Number of Shares of Stock or Units That Have Not Vested2		Market Value of Shares of Stock or Units That  Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Vivek Y. Ranadivé		500,000				$	5.99		12/3/2013
		986,302				$	7.30		5/7/2014
		984,918				$	6.63		5/13/2015
		900,000				$	7.30		8/11/2013
		900,000				$	8.99		7/3/2014
		700,000				$	7.83		5/6/2015
		223,958		26,042		$	6.94		4/24/2016
		98,958		151,042		$	29.52		4/15/2018
											62,500	$	1,565,625
											75,000	$	1,878,750
											37,500	$	939,375
											175,000	$	4,383,750
															600,000	5	$	15,030,000
															168,750	6	$	4,227,188	6
															175,000	7	$	4,383,750
Murray D. Rode		14,583				$	7.83		5/6/2015
		14,584		5,208		$	6.94		4/24/2016
		29,668		45,312		$	29.52		4/15/2018
											16,250	$	407,063
											12,500	$	312,125
											18,750	$	469,688
											30,000	$	751,500
															300,000	5	$	7,515,000
															28,125	6	$	704,531	6
															30,000	7	$	751,500

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	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable1		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price		Option Expiration Date		Number of Shares of Stock or Units That Have Not Vested2			Market Value of Shares  of Stock or Units That Have  Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Sydney Carey		24,792		5,208		$	6.94		4/24/2016
		20,452		31,215		$	29.52		4/15/2018
											12,500	3	$	31,313
											8,333		$	208,742
											12,916		$	323,546
											25,000		$	626,250
																275,000	5	$	6,888,750
																19,374	6	$	485,319	6
																25,000	7	$	626,250
William Hughes		5,209		5,208		$	6.94		4/24/2016
		20,452		31,215		$	29.52		4/15/2018
											13,750	4	$	344,375
											8,333		$	208,741
											12,916		$	323,546
											22,500		$	563,625
																275,000	5	$	6,888,750
																19,374	6	$	485,319	6
																22,500	7	$	563,625
Murat Sonmez		2,084		5,208		$	6.94		4/24/2016
		32,987		50,346		$	29.52		4/15/2018
											16,250		$	407,063
											12,500		$	313,125
											20,833		$	521,867
											30,000		$	751,500
																300,000	5	$	7,515,000
																31,249	6	$	782,787	6
																30,000	7	$	751,500

1 Shares subject to stock option awards vest as to 1/48^th of the shares beginning one month after the grant date and 1/48^th of the shares each month thereafter.

2 Shares subject to these restricted stock awards vest over a 4-year period at a rate of 25% per year.

3 Excludes 37,500 shares related to restricted stock units for which Ms. Carey deferred receipt until March 2013, which had a value as of November 30, 2012 of $939,375. Ms. Carey has deferred receipt of all 50,000 shares of common stock granted pursuant to this award under the Plan.

4 Excludes 41,250 shares related to restricted stock units for which Mr. Hughes deferred receipt until April 2013, which had a value as of November 30, 2012 of $1,033,312. Mr. Hughes has deferred receipt of all 55,000 shares of common stock granted pursuant to this award under the Plan.

5 Award of restricted stock units that were made pursuant to the LTIP awards granted in February 2010. Under the terms of these PRSUs, the PRSUs were eligible to start vesting as of the end of our fiscal year 2012 because the Company achieved the performance goals contained therein. Half of the PRSUs vested in December 2012 and the other half will vest in the first quarter of fiscal year 2014, subject to the award recipient’s continued employment. These PRSUs are subject to a mandatory deferral period before any shares of common stock are issued in settlement of the vested awards.

6 Award of performance-based restricted stock units that were made pursuant to the Plan and granted in January 2011. In February 2012, the Compensation Committee determined that the maximum criteria with respect to the PRSUs granted in January 2011 had been met based on our fiscal year 2011 non-GAAP EPS, such that each of the Named Executive Officers earned performance-based restricted stock units equal to 150% of the target number of such restricted stock units. This table shows the number of shares and market value of such restricted stock units at the 150% level. Shares subject to the performance-based restricted stock units vested as to 25% at the end of the performance period, with the remaining shares vesting annually over three years such that the shares will vest fully four years from the date of determination.

7 Awards of performance-based restricted stock units that were made pursuant to the Plan and granted in February 2012. Target awards would be earned under these PRSUs if we are able to grow non-GAAP earnings per share at an annual average rate of 15 percent over a three year period with the possibility of earning additional awards for achievement of non-GAAP earnings per share growth of up to 25 percent. The executive officers did not meet the performance targets in the PRSU in fiscal year 2012 and did not earn any restricted stock units for the first year. The PRSUs will vest in the first quarter of fiscal year 2015 (with respect to 50% of such units that have been earned as of that date, if any) and the first quarter of fiscal year 2016 (with respect to the remainder of units earned, if any).

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Option Exercises and Stock Vested at Fiscal Year-End 2012

The following table sets forth information on stock option award exercises and restricted stock award and restricted stock units vesting during fiscal year 2012 by our Named Executive Officers. The value realized on exercise for stock option awards is calculated as the difference between the closing prices of our common stock on the NASDAQ Global Select Market on the exercise date and the exercise price of the applicable stock option award. The value realized on vesting for restricted stock awards and restricted stock units is calculated as the product of the number of shares subject to the restricted stock award or restricted stock units that vested and the closing price of our common stock on the NASDAQ Global Select Market on the vesting date.

	Option Awards						Stock Awards
Name	Number of Shares Acquired on Exercise			Value Realized on Exercise			Number of Shares or Units Acquired on Vesting			Value Realized on Vesting
Vivek Y. Ranadivé		963,276	1	$	22,466,723	1		193,750		$	5,539,250
Murray D. Rode		—			—			49,062		$	1,403,496
Sydney Carey		32,500		$	679,893			19,619	2	$	553,823
William Hughes		32,906		$	674,529			22,744	3	$	653,948
Murat Sonmez		24,218		$	483,197			50,799		$	1,448,039

1 Includes 934,496 stock option awards exercised by Mr. Ranadivé that had expiration dates not later than March 19, 2013 and were exercised within the six months prior to their expiration.

2 Excludes 12,500 shares related to restricted stock units for which Ms. Carey has deferred receipt.

3 Excludes 13,750 shares related to restricted stock units for which Mr. Hughes has deferred receipt.

Severance and Change in Control Arrangements

As more fully described below, we provide severance protections to our Named Executive Officers under the Change in Control Plan and to Mr. Ranadivé, our Chief Executive Officer, under his employment agreement. Separately, the equity agreements under our equity plans contain a provision that results in an automatic change to the vesting schedule of all outstanding equity awards (including those to our Named Executive Officers) in the event of a change in control. Finally, the Plan provides for acceleration in the event employment is terminated in connection with a change in control.

Equity Plans

In the event of a change in control of TIBCO, the vesting schedules under all outstanding equity awards under our equity plans would automatically change to a three-year vesting period at a rate of 1/36^th per month. As a result, the vesting schedule of our outstanding stock option awards would be altered both retroactively and prospectively such that 1/36^th of the shares would vest monthly from the vesting commencement date, rather than the standard vesting schedule of 1/48^th per month. For restricted stock and restricted stock units, the vesting schedule would be altered both retroactively and prospectively such that 1/36^th of the restricted stock awards and restricted stock units would vest monthly from the vesting commencement date, rather than the standard vesting schedule of 1/4^th per year. This will result in the partial accelerated vesting of the outstanding equity awards to all our employees, including our Named Executive Officers, upon a change in control. In addition, our Plan provides that in the event that a successor company terminates the employment of an employee without cause within 24 months of a change in control, all equity awards outstanding under that plan will be accelerated in full.

Employment Agreement with Our Chief Executive Officer

We are a party to an employment agreement with our Chief Executive Officer which provides that if his employment is terminated by TIBCO without cause or by Mr. Ranadivé for good reason (other than in connection with a change in control (as defined below)) he will receive (i) twelve months of base salary and paid coverage under our medical, dental and vision benefit plans; (ii) a lump sum payment equal to his actual annual incentive award received for the fiscal year immediately preceding the fiscal year in which the termination occurs; and (iii) except to such greater extent as may be provided in the applicable equity award agreement, twelve months of accelerated vesting of his time-based equity awards then held. In addition, Mr. Ranadivé will have twelve months to exercise any stock options that have accelerated vesting described in the preceding sentence.

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If Mr. Ranadivé’s employment is terminated without cause or by Mr. Ranadivé for good reason and the termination occurs within three months prior to and up to twelve months following a change in control, he will receive (i) 24 months of base salary and paid coverage under our medical, dental and vision benefit plans; (ii) a lump-sum payment equal to two times the average of his actual annual incentive award for the two fiscal years immediately preceding the fiscal year in which the change in control occurs; and (iii) except to such greater extent (with respect to performance awards) as may be provided in the applicable equity award agreement, 100 percent vesting of all his equity awards. In addition, Mr. Ranadivé will have 24 months to exercise any equity awards that have accelerated vesting described in the preceding sentence.

The receipt of any severance benefits described in the prior two paragraphs is subject to (i) Mr. Ranadivé signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us; and (ii) Mr. Ranadivé not soliciting any person to modify his or her employment or consulting relationship with us and not intentionally diverting business away from us for a period of twelve months in the case of a termination not involving a change in control and for a period of 24 months in the case of a termination involving a change in control. In addition, the receipt of severance benefits under the first paragraph above is also subject to Mr. Ranadivé’s agreement not to engage in competition with us beginning from the date of termination and ending on the date on which he no longer receives the base salary payments described above. The terms of the agreement were reviewed, negotiated and approved by the Compensation Committee.

Each of our executive officers, including Mr. Ranadivé and our other Named Executive Officers, is a party to our standard employee non-disclosure and invention assignment agreement. Under the non-disclosure agreements, for one year following their termination, our employees agree not to solicit any other employee to leave our employ. These employees also agree not to disclose any confidential information that they obtained during their employment to any third parties at any time during or subsequent to their employment. In addition, any inventions, discoveries or improvements created by the employees during their employment belong to us.

Change in Control and Severance Plan

We have adopted a Change in Control and Severance Plan that applies to our executive officers, including our Named Executive Officers. The Change in Control and Severance Plan is designed to ensure that the members of the team negotiating a change in control transaction do not leave during such negotiation and that members of the management team remain with the Company to complete any such transaction and to assist with the integration as required. Pursuant to the terms of the Change in Control and Severance Plan, if on the date of the change in control or within twelve months after the completion of a change in control, a Named Executive Officer (other than Mr. Ranadivé) terminates his or her employment for good reason or is terminated by us for reasons other than cause, death or permanent disability, that person will receive (i) a lump sum payment equal to twelve months of base salary and his target annual incentive award; (ii) twelve months of paid medical and dental coverage; and (iii) 50 percent accelerated vesting of his or her outstanding and unvested equity awards.

If a Named Executive Officer (including Mr. Ranadivé) terminates his or her employment for good reason or is terminated for reasons other than cause, death or permanent disability following twelve months after the completion of a change in control, that person will receive (i) a lump sum payment equal to twelve months of base salary and his or her target annual incentive award; and (ii) twelve months of paid medical and dental coverage.

The receipt of any severance benefits described in the prior two paragraphs is subject to the Named Executive Officer signing an agreement releasing all claims relating to such employee’s employment with us and agreeing not to disparage us, our directors or our executive officers.

Important Terms

“Severance Agreements” collectively refers to the Employment Agreement with Mr. Ranadivé and the Change in Control and Severance Plan.

A “change in control” for purposes of the Severance Agreements generally consists of any of the following: (i) a sale of all or substantially all of our assets; (ii) any merger, consolidation, or other business combination transaction of TIBCO with or into another corporation, entity, or person, other than a transaction where the holders immediately prior to the transaction continue to hold at least a majority of the voting power or stock of TIBCO; (iii) the direct or indirect acquisition by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of TIBCO; (iv) a contested election of directors, as a result of which or in connection with which the persons who were directors before such election or their nominees cease to constitute a majority of our Board; and (v) a dissolution or liquidation of TIBCO.

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“Cause” for purposes of the Severance Agreements generally consist of any of the following: (i) fraud or personal dishonesty in connection with employment at TIBCO that is intended to result in substantial gain or personal enrichment at our expense; (ii) conviction of, or a plea of nolo contendere to, a felony; (iii) in the case of Mr. Ranadivé, willful failure to perform his duties or responsibilities; (iv) only in the case of our Named Executive Officers other than Mr. Ranadivé, any act of gross misconduct or failure to perform a material component of his or her responsibilities in connection with employment at TIBCO that is materially injurious to us; (v) in the case of our Named Executive Officers other than Mr. Ranadivé, continued substantial violations of his or her employment duties after he or she has received written demand for performance from TIBCO; and (vi) only in the case of Mr. Ranadivé, a violation or breach of any fiduciary or contractual duty to us that results in material damage to us or our business.

“Good reason” for purposes of the Severance Agreements generally consists of any of the following without the Named Executive Officer’s written consent: (i) a material reduction in the person’s authority, status, duties or responsibilities if such reduction is imposed without cause; (ii) with respect to our Named Executive Officers other than Mr. Ranadivé, a reduction in base salary unless the base salary of substantially all other employees is reduced; (iii) with respect to Mr. Ranadivé, a reduction of more than 10 percent in his base salary and target bonus other than a one-time reduction that is applied to substantially all other senior executives (iv) a reduction in certain benefits; and (v) the relocation of the executive’s principal place of business to a location which is more than thirty (30) miles away.

Estimate of Severance and Change in Control Benefits

The following table estimates potential payments upon termination as if our Named Executive Officers had terminated on November 30, 2012, in connection with a change in control or other termination covered by the Severance Agreements and the Plan and potential payments relating to the changed vesting schedule of outstanding equity awards under our 1996 Plan and Plan in connection with a change in control. The table reflects termination scenarios covered by the Severance Agreements and the benefits receivable thereunder, as well as under our equity plans. The closing market price per share of our common stock on November 30, 2012 was $25.05. No payments other than those required by law or pursuant to general company policies and procedures would occur in the event of a Named Executive Officer’s voluntary resignation (other than for good reason, as such term is defined in the applicable Severance Agreement), termination for cause, death or disability.

	Termination Without Cause or Resignation for Good Reason without Change in Control		Termination Without Cause or Resignation for Good Reason within 12 Months of a Change in Control1, 2		Termination Without Cause or Resignation for Good Reason 12 Months after a Change in Control2,3		Change in Control Without Termination
Base Salary
Vivek Y. Ranadivé	$	575,000	$	1,150,000	$	575,000		—
Murray D. Rode		—	$	400,000	$	400,000		—
Sydney Carey		—	$	375,000	$	375,000		—
William Hughes		—	$	350,000	$	350,000		—
Murat Sonmez		—	$	400,000	$	400,000		—
Annual Cash Incentives
Vivek Y. Ranadivé	$	821,833	$	1,696,833	$	821,833		—
Murray D. Rode		—	$	320,000	$	320,000		—
Sydney Carey		—	$	300,000	$	300,000		—
William Hughes		—	$	280,000	$	280,000		—
Murat Sonmez		—	$	320,000	$	320,000		—
Health Coverage
Vivek Y. Ranadivé	$	17,064	$	34,128	$	17,064		—
Murray D. Rode		—	$	28,893	$	28,893		—
Sydney Carey		—	$	28,893	$	28,893		—
William Hughes		—	$	28,893	$	28,893		—
Murat Sonmez		—	$	28,893	$	28,893		—
Acceleration of Equity Awards
Vivek Y. Ranadivé	$	5,794,746	$	29,905,371	$	14,875,371	$	6,612,350
Murray D. Rode		—	$	9,942,098	$	2,427,098	$	1,419,879

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	Termination Without Cause or Resignation for Good Reason without Change in Control		Termination Without Cause or Resignation for Good Reason within 12 Months of a Change in Control1, 2		Termination Without Cause or Resignation for Good Reason 12 Months after a Change in Control2,3		Change in Control Without Termination
Sydney Carey		—	$	8,724,361	$	1,835,611	$	1,063,025
William Hughes		—	$	8,693,049	$	1,804,299	$	1,078,682
Murat Sonmez		—	$	10,037,770	$	2,522,770	$	1,479,784
Total
Vivek Y. Ranadivé	$	7,208,643	$	32,786,331	$	16,289,268	$	6,612,350
Murray D. Rode		—	$	10,690,991	$	3,175,991	$	1,419,879
Sydney Carey		—	$	9,428,254	$	2,539,504	$	1,063,025
William Hughes		—	$	9,351,941	$	2,463,191	$	1,078,682
Murat Sonmez		—	$	10,786,663	$	3,271,663	$	1,479,784

1 For Mr. Ranadivé, the severance benefits listed apply to a termination without cause or a resignation for good reason that occurs within three months prior to or up to twelve months following a change in control. For all other Named Executive Officers, the severance benefits listed apply to a termination without cause or a resignation for good reason that occurs on the date of the change in control or within twelve months after completion of the change in control.

2 The amounts under acceleration of equity awards take into account the Severance Agreements, as well as the changed vesting schedule under the equity award agreements and acceleration pursuant to our equity plans.

3 The severance benefits listed apply to a termination without cause or a resignation for good reason that occurs more than twelve months after the completion of a change in control.

Equity Compensation Plan Information

The following table sets forth information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of November 30, 2012.

Plan Category	Number of Securities  to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)			Weighted- Average Exercise  Price of  Outstanding Options, Warrants and Rights1 (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders		18,261,077	2	$	10.75		14,116,345	3
Equity compensation plans not approved by security holders4		19,276		$	7.29		—
Total		18,280,353		$	10.75		14,116,345

1 The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding stock awards, which have no exercise price.

2 Includes (i) 7.8 million shares issuable upon exercise of outstanding stock options under the 1996 Plan or the Plan and (ii) 4.8 million shares issuable pursuant to performance based restricted stock units under the Plan (assuming target performance, except where the actual amount is determinable).

3 This number includes 8.6 million shares available for future issuance under the 2008 Employee Stock Purchase Plan.

4 Represents options assumed in connection with our acquisitions.

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RELATED PARTY TRANSACTIONS

Related Party Transactions Policy and Procedure

Our Board of Directors has adopted a Related Party Transaction Policy and Procedure regarding the review and approval of transactions between TIBCO and any entity in which a related person has, had or may have a direct or indirect material interest. For purposes of this policy, a related person is: (i) an executive officer, director or director nominee of TIBCO, (ii) a beneficial owner of more than five percent of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than five percent of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control. Under our Related Party Transaction Policy and Procedure, the Board of Directors must approve or disapprove any related party transactions. Directors may not participate in the evaluation or approval of any related party transaction for which he or she is a related party.

Related Party Transaction

The following is a summary of a transaction that we entered into during fiscal year 2012 in which the amount involved exceeded $120,000 and in which our Chief Executive Officer had a direct or indirect material interest.

Software License and Services Agreement

We and the Golden State Warriors, LLC (the “Warriors”) entered into a demonstration license agreement (the “Demonstration License Agreement”) and an agreement pursuant to which we provide the Warriors with certain services (the “Services Agreement”). Mr. Ranadivé owns equity in and is the Vice Chairman of the Warriors and serves as both our Chief Executive Officer and Chairman of the Board. For the 2012 fiscal year, pursuant to the Services Agreement, we provided an aggregate value of services to the Warriors of approximately $185,000 for which we did not receive any payment from the Warriors. During this same period, we received no royalties or fees in connection with the Demonstration License Agreement.

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OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10 percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10 percent stockholders are required by SEC rules to furnish us with copies of all forms they file. Based solely on our review of the copies of such forms we received and written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and 10 percent stockholders were complied with during fiscal year 2012.

Delivery of Documents to Stockholders Sharing an Address

We have adopted a process for delivering documents to stockholders approved by the SEC called “householding.” Under this process, stockholders of record who have the same address and last name will receive only one copy of the Annual Report and Proxy Statement unless we or one of our mailing agents has received contrary instructions from any stockholder at that address. We will continue to mail a proxy card to each stockholder of record.

If you prefer to receive multiple copies of the Annual Report and Proxy Statement at the same address, additional copies will be provided to you promptly upon written or oral request. If you are a stockholder of record, you may contact us by writing to TIBCO Software Inc., Attention: Investor Relations, 3303 Hillview Avenue, Palo Alto, California 94304 or calling our Investor Relations Department at (650) 846-1000. Eligible stockholders of record receiving multiple copies of the Annual Report and Proxy Statement can request householding by contacting us in the same manner.

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

Stockholder Proposals to be Presented at Next Annual Meeting

Proposals of stockholders that are intended for inclusion in our proxy statement relating to the 2014 Annual Meeting must be received by us at our offices at 3303 Hillview Avenue, Palo Alto, California 94304, by November 12, 2013 and must satisfy the conditions established by the SEC, including, but not limited to, Rule 14a-8 promulgated under the Exchange Act, and in our bylaws for stockholder proposals in order to be included in our proxy statement for that meeting. Stockholder proposals that are not intended to be included in our proxy materials for such meeting but that are intended to be presented by the stockholder from the floor are subject to the advance notice procedures described below under “Transaction of Other Business.”

Transaction of Other Business

At the date of this Proxy Statement, the only business that the Board of Directors intends to present or knows that others will present at the meeting is as set forth above. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement thereof, it is the intention of the persons named in the accompanying form of proxy to vote the proxy on such matters in accordance with their best judgment. Stockholders may only present a matter from the floor for consideration at a meeting if certain procedures are followed. Under our bylaws, in order for a matter to be deemed properly presented by a stockholder, timely notice must be delivered to or mailed and received by the Corporate Secretary at our principal executive offices not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty days before or more than sixty days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of (i) the 90^th day prior to such annual meeting and (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made. Our bylaws specify the information with respect to making stockholder proposals that is required to be included in the written notice that must be provided to our Corporate Secretary. Stockholders may contact the Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals. Additionally, a copy of our bylaws is available on our website at http://www.tibco.com under “About Us — Investor Information — Corporate Governance.”

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In addition, if the stockholder wishes to nominate a person for election to the Board of Directors, the notice must also include certain information as detailed under the section entitled “Board of Directors — Director Nomination Process — Stockholder Nominations.”

The presiding officer of the meeting may refuse to acknowledge any matter not made in compliance with the foregoing procedure.

By Order of the Board of Directors,

William R. Hughes

Secretary

Palo Alto, California

March 12, 2013

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	TIBCO Software Inc.
	IMPORTANT ANNUAL MEETING INFORMATION
			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 Time, on April 25, 2013.
				Vote by Internet
				•   Go to www.investorvote.com/TIBX
				•   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
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.		x	•   Follow the instructions provided by the recorded message

Annual Meeting Proxy Card

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 unanimously recommends a vote “FOR” the listed nominees and “FOR” each of Proposal 2 and Proposal 3.

1.   Election of these director nominees, each to serve until TIBCO Software Inc.’s next annual meeting of stockholders or until their successors are duly elected and qualified.									+
Director nominees:	For	Withhold		For	Withhold		For	Withhold
01 - Vivek Y. Ranadivé	¨	¨	02 - Nanci E. Caldwell	¨	¨	03 - Eric C.W. Dunn	¨	¨
04 - Narendra K. Gupta	¨	¨	05 - Peter J. Job	¨	¨	06 - Philip K. Wood	¨	¨

	For	Against	Abstain		For	Against	Abstain
2.    Advisory vote on executive compensation.	¨	¨	¨	3.   Ratification of the appointment of PricewaterhouseCoopers LLP as TIBCO Software Inc.’s independent auditors for the fiscal year ending November 30, 2013.	¨	¨	¨
				In their discretion, the Proxies are authorized to vote or otherwise represent the shares on any and all such other business that may properly come before the meeting or any postponement or adjournment thereof.

  B  Non-Voting Items

Change of Address — Please print new address below.

  C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as your name appears on your stock certificate. If the stock is held by joint tenants or as community property, both holders must sign. Executors, administrators, trustees, guardians, attorneys and corporate officers should insert their titles.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

/    /
¢	1  U P X	+
01L95C

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 — TIBCO Software Inc.

PROXY FOR 2013 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of TIBCO Software Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, dated March 12, 2013, and hereby appoints Vivek Y. Ranadivé and Sydney L. Carey, and each of them, proxies, with full power of substitution, to represent the undersigned and to vote as designated on the reverse side all shares of common stock of TIBCO Software Inc. that the undersigned is entitled to vote at the 2013 Annual Meeting of Stockholders of TIBCO Software Inc. to be held on April 25, 2013 at 10:00 a.m., Pacific time, at the headquarters of TIBCO Software Inc. located at 3303 Hillview Avenue, Palo Alto, CA 94304, and at any adjournment or postponement thereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE HEREOF IN PROPOSAL 1 FOR THE BOARD OF DIRECTORS, “FOR” EACH OF PROPOSALS 2 AND 3, AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXIES DEEM ADVISABLE.

SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE