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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
Date of Report (Date of earliest event reported):
December 2, 2011
December 2, 2011
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27038 | 94-3156479 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation) | File Number) | Identification No.) | ||
| 1 Wayside Road | ||||
| Burlington, Massachusetts 01803 | ||||
| (Address of Principal Executive Offices) | ||||
| (Zip Code) |
Registrant’s telephone number, including area code: (781) 565-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (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 | ||||||||
| SIGNATURES | ||||||||
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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 December 2, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of
Nuance Communications, Inc. (the “Company”) approved the payment of the following bonuses
pursuant to the Company’s fiscal 2011 bonus program
| Fiscal 2011 | ||||||||||||||||||||
| Actual Bonus | ||||||||||||||||||||
| Fiscal 2011 | Fiscal 2011 | Amount | ||||||||||||||||||
| Target | Actual Bonus | Paid in | Total Value | |||||||||||||||||
| Achievement | Bonus | Amount | Restricted | of 2011 | ||||||||||||||||
| Name | Level | Amount(1) | (Cash) | Stock Units | Bonus Earned | |||||||||||||||
Paul A. Ricci |
100 | % | $ | 750,000 | $ | 750,000 | — | $ | 750,000 | |||||||||||
Thomas L. Beaudoin |
100 | % | $ | 337,500 | — | 13,408 | $ | 337,500 | ||||||||||||
Steven G. Chambers |
100 | % | $ | 337,500 | — | 13,408 | $ | 337,500 | ||||||||||||
Janet M. Dillione |
87 | % | $ | 375,000 | — | 12,912 | $ | 325,000 | ||||||||||||
Bill Nelson (2) |
100 | % | $ | 162,000 | — | 6,436 | $ | 162,000 | ||||||||||||
| (1) | Bonuses for fiscal 2011 were paid out in cash or restricted stock units, as further detailed in the above table. The amounts reflected in this column represent the payout to each Named Executive Officer if their bonus had been achieved at 100%. | |
| (2) | Mr. Nelson’s fiscal 2011 target bonus amount was pro-rated based on an initial employment date of April 15, 2011. |
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