UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2010
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-27876 | 86-0787377 | ||
(State or other
jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
14400 North 87th Street Scottsdale, Arizona (Address of principal executive offices) |
85260-3649 (Zip Code) |
(480) 308-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2005, the stockholders of JDA Software Group, Inc. (the Company) adopted the
Companys 2005 Performance Incentive Plan (as amended, the Incentive Plan) to, among other
things, increase the linkage between executive compensation and corporate performance and to enable
the Company to make equity awards based upon achievement by the Company of annual operating goals,
primarily net income.
On February 3, 2010, the Compensation Committee of the Board of Directors (the Committee)
approved awards of performance shares to certain employees of the Company, including to the
executive officers listed below (the Performance Share Awards). The primary purpose of these
awards is to encourage employees to achieve an annual EBITDA target. The following table sets forth
the maximum number of performance shares that may be earned by each named participant.
Number of | ||||||
Participant | Title | Performance Shares | ||||
Hamish N. Brewer
|
President and Chief Executive Officer | 93,897 | ||||
Peter S. Hathaway
|
Executive Vice President and Chief Financial Officer | 62,500 | ||||
Thomas Dziersk
|
Senior Vice President, Americas | 18,780 | ||||
Christopher J. Moore
|
Executive Vice President, Services | 21,908 | ||||
Total
|
197,085 |
The closing price of the Companys common stock on February 3, 2010 was $26.63.
Each Performance Share Award represents the opportunity of the participant to receive a number
of shares of common stock determined by the extent to which an EBITDA target is achieved or
exceeded by the Company in 2010 (the Distributable Shares), subject to the participants
continued employment with the Company. A participant who remains employed through the initial
vesting date following the end of the Companys 2010 fiscal year is entitled to receive on the
initial vesting date, without payment of monetary consideration, a number of shares of the
Companys common stock equal to 50% of the number of Distributable Shares. In addition, the
remaining 50% of the Distributable Shares, subject to the participants continued employment, will
vest and be settled by the issuance to the participant of shares of common stock in 24 monthly
installments over the subsequent two year period. This summary is qualified in its entirety by the
terms and conditions of the Incentive Plan and the applicable award agreements.
Also on February 3, 2010, the Committee approved a 2010 cash incentive bonus plan (the Cash
Plan) for certain employees of the Company, including the following executive officers, with the
target bonus established for each set forth below:
Participant | Title | Target Bonus | ||||
Hamish N. Brewer |
President and Chief Executive Officer | $ | 600,000 | |||
Peter S. Hathaway |
Executive Vice President and Chief Financial Officer | $ | 400,000 | |||
Christopher J. Moore |
Executive Vice President, Services | $ | 300,000 | |||
Total |
$ | 1,300,000 |
Amounts are payable quarterly under the Cash Plan on the basis of the actual EBITDA achieved
by the Company for the applicable quarter of fiscal year 2010. A partial pro-rata cash bonus will
be paid
if the Company achieves a minimum annualized performance threshold. There is no cap on the maximum
amount the executives can receive if the Company exceeds the defined annualized performance goals.
For Mr. Dziersk, the Committee approved a separate commission plan with a target of $300,000,
based on achievement of sales targets in the Americas region.
For purposes of calculating whether the EBITDA targets are achieved or exceeded with respect
to the Performance Share Awards and the Cash Plan, the cost of the Performance Share Awards will be
excluded.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JDA Software Group, Inc. |
||||
Date: February 11, 2010 | By: | /s/ Hamish N. Brewer | ||
Hamish N. Brewer | ||||
President and Chief Executive Officer | ||||