UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
 
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 

Date of Report (Date of earliest event reported):  April 14, 2010


Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Commission File Number: 000-20900


Michigan
38-2007430
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
One Campus Martius, Detroit, Michigan
48226-5099
(Address of Principal Executive Offices)
(Zip Code)


(Registrant’s telephone number, including area code): (313) 227-7300



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 April 14, 2010, the Compensation Committee (“Committee”) of the Board of Directors of Compuware Corporation (the “Company”) approved salary increases and restricted stock unit (“RSU”) awards for the executive officers named in the Company’s 2009 annual meeting proxy statement (the “Named Executive Officers”) as set forth in the following table:

Officer Name and Position
 
FY10 Salary
   
FY11 Salary
   
RSUs
 
Peter Karmanos, Jr. Chairman of the Board and Chief Executive Officer
    1,200,000       1,200,000       139,049  
Robert C. Paul, President and Chief Operating Officer
    550,000       650,000       75,318  
Laura L. Fournier, Chief Financial Officer
    450,000       500,000       57,937  
Denise A. Starr, Chief Administrative Officer
    425,000       450,000       52,143  
Paul A. Czarnik, Chief Technical Officer
    325,000       375,000       43,453  
 
The salary increases are effective April 1, 2010.  The RSUs were awarded pursuant to the terms and conditions of the form of Restricted Stock Unit Award Agreement as of June 10, 2009 that was attached as Exhibit 10.123 to the Company’s Form 8-K filed June 12, 2009.

On April 14, 2010, the Compensation Committee also approved the award of a discretionary bonus to certain management and key personnel of the Company eligible under the Company’s bonus plans.  The discretionary bonus was based on a number of key strategic operational achievements completed during fiscal year 2010.  The Named Executive Officers will receive the following amounts:
 
Officer Name and Position
 
Short-term (a)
   
Long-term (b)
 
Peter Karmanos, Jr. Chairman of the Board and Chief Executive Officer
  $ 240,000     $ 120,000  
Robert C. Paul, President and Chief Operating Officer
  $ 110,000     $ 55,000  
Laura L. Fournier, Chief Financial Officer
  $ 90,000     $ 45,000  
Denise A. Starr, Chief Administrative Officer
  $ 42,500     $ 21,250  
Paul A. Czarnik, Chief Technical Officer
  $ 32,000     $ 16,000  
 
 
(a)
The short-term portion of the discretionary bonus will be paid out in May or June of 2010.
 
 
(b)
The long-term portion of the discretionary bonus will be paid out in the first quarter of fiscal 2012 provided that the Named Executive Officer remains employed with the Company.
 
 
 

 
 
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.
 
April 16, 2010
COMPUWARE CORPORATION
       
       
   
By:
/s/ Laura L. Fournier
       
   
Laura L. Fournier
   
Executive Vice President
   
Chief Financial Officer