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EX-10.1 - EX-10.1 - SOUNDBITE COMMUNICATIONS INC | b86708exv10w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 18, 2011
SoundBite Communications, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33790 | 04-3520763 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
22 Crosby Drive | ||
Bedford, Massachusetts | 01730 | |
(Address of Principal Executive | (Zip Code) | |
Offices) |
Registrants telephone number, including area code: (781) 897-2500
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 (see General
Instruction A.2. below):
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)) |
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2011, the board of directors adopted and approved a 2011 management cash
compensation plan, or the Compensation Plan, for the following executive officers, or the Plan
Executives:
| James A. Milton, President and Chief Executive Officer; | ||
| Robert C. Leahy, Chief Operating Officer and Chief Financial Officer; | ||
| Timothy R. Segall, Chief Technology Officer; | ||
| Mark D. Friedman, Chief Marketing and Business Development Officer; and | ||
| Diane A. Albano, Executive Vice President Worldwide Sales and Client Management |
The Compensation Plan was initially considered and approved, subject to board approval, by the
compensation committee at a meeting held in January 2011. The principal terms of the Compensation
Plan are summarized below.
The Compensation Plan has two components: (a) base salary and (b) variable performance-based
bonus. In establishing the participants base salary and bonus levels for 2011, the Compensation
Committee reviewed information provided by an independent executive compensation consulting firm
for purposes of establishing 2011 compensation for the Plan Executives, together with updates of
that information prepared by management at the request of the Compensation Committee. The
recommended 2011 base salaries and bonus levels were based on a number of factors, including a
comparison of base salaries and bonuses for comparable positions at the peer companies, the
responsibilities of the position, the experience of the Plan Executives and the required knowledge
of the Plan Executives.
Base Salaries
The 2011 annual base salaries of the Plan Executives as established under the Compensation
Plan are as follows:
| James A. Milton, $330,000; | ||
| Robert C. Leahy, $257,500; | ||
| Timothy R. Segall, $250,000; | ||
| Mark D. Friedman, $250,000; and | ||
| Diane A. Albano, $230,000. |
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Variable Performance-Based Compensation
The aggregate target bonus amount established under the Compensation Plan for all participants
is $475,000.
The portion of the aggregate target bonus payable to all Plan Executives will be based upon
components for revenue (50%), pro forma operating income, and strategic initiatives and goals.
| The revenue component of the Bonus Target will be earned on an annual basis and will be computed in accordance with a schedule approved by the Compensation Committee, which schedule must provide that the revenue component will be payable in full if and only if revenue for 2011 equals or exceeds the amount of revenue reflected in our operating plan for 2011. | ||
| Pro forma operating income is defined as operating income determined in accordance with U.S. GAAP, plus (a) the total amount of expense recorded in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), (b) the total amount of amortization of intangibles recorded in accordance with U.S. GAAP and (c) the total amount of expense recorded in accordance with U.S. GAAP as a result of the pro forma operating income component. The pro forma operating income component of the Bonus Target will be earned on an annual basis and will be computed in accordance with a schedule approved by the Compensation Committee, which schedule must provide that the pro forma operating income component will be payable in full if and only if pro forma operating income for 2011 equals or exceeds the amount of operating income reflected in our operating plan for 2011 plus $237,500 (the maximum amount of the pro forma operating income component). | ||
| The Compensation Committee is responsible for identifying strategic initiatives and goals and for evaluating and determining the extent to which each of those initiatives and goals is satisfied as of December 31, 2011. |
The portion of the aggregate bonus target payable to all Plan Executives will be allocated
among the Plan Executives in accordance with the following percentages:
| James A. Milton, 36.84% (maximum of $175,000); | ||
| Robert C. Leahy, 23.16% (maximum of $110,000); | ||
| Timothy R. Segall, 15.79% (maximum of $75,000); | ||
| Mark D. Friedman, 15.79% (maximum of $75,000); and | ||
| Diane A. Albano, 8.42% (maximum of $40,000). |
Bonus amounts payable under the Compensation Plan will be due within 30 days after the later
of (a) the completion of the audit of our consolidated financial statements for 2011 and (b) the
approval by the Compensation Committee of the bonus amounts payable under the Compensation Plan.
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A copy of the Compensation Plan is filed as Exhibit 10.1 to this current report on Form 8-K
and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2011, we held our 2011 Annual Meeting of Stockholders and presented the following
proposals to our stockholders:
1. | election of two Class I directors to hold office until the 2014 Annual Meeting of Stockholders; and | ||
2. | ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2011. |
Proxies for the Annual Meeting were solicited by the board of directors pursuant to Section
14(a) of the Securities Exchange Act, and there were no solicitations in opposition to the boards
solicitation. There were 16,396,981 shares of common stock entitled to vote at the Annual Meeting
and a total of 13,244,229 shares of common stock were represented at the Annual Meeting in person
or by proxy.
At the May 18, 2011 Annual Meeting, our stockholders voted on the following:
1. | Election of Two Class I Directors |
Each of Eileen M. Rudden and Justin J. Perreault was re-elected as a Class I director, with more than 99% of the shares voted cast in favor of each directors election. |
Number of Votes | ||||||||
Nominee | For | Withheld | ||||||
Eileen M. Rudden |
11,546,094 | 18,000 | ||||||
Justin J. Perreault |
11,545,694 | 18,400 |
As a result, each of Ms. Rudden and Mr. Perreault will continue to serve as a Class I director until the 2014 Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or until his or her earlier death, resignation or removal. |
2. | Ratification of Deloitte & Touche LLP |
The selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2011 was ratified, with all of the shares voted cast in favor of the proposal. There were no abstentions. |
Number of Votes | ||
For | Withheld | |
13,244,229
|
0 |
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
10.1
|
2011 Management Cash Compensation Plan |
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SIGNATURE
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 as of May
20, 2011.
SOUNDBITE COMMUNICATIONS, INC. |
||||
By: | /s/ Robert C. Leahy | |||
Robert C. Leahy | ||||
Chief Operating Officer and Chief Financial Officer | ||||
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