UNITED STATES
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): July 8, 2013
E2open, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-35598 | 94-3366487 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4100 East Third Avenue, Suite 400
Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 645-6500
(Registrant’s telephone number, including area code)
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 July 8, 2013, the Board of Directors of E2open, Inc. (the “Company”) (i) approved the 2014 Executive Cash Incentive Plan (the “Plan”), and (ii) approved the salaries and targeted cash bonus amounts for the named executive officers under the Plan.
The salaries and targeted cash bonus amounts for fiscal 2014 for the named executive officers are as follows:
| Name and Position |
Base Annual Salary | Targeted Bonus Amount Under the Plan | ||||||
| Mark E. Woodward – President and Chief Executive Officer |
$ | 387,500 | $ | 387,500 | ||||
| Peter J. Maloney – Chief Financial Officer |
$ | 300,000 | $ | 200,000 | ||||
| David W. Packer – Senior Vice President, Worldwide Field Operations |
$ | 300,000 | $ | 150,000 | ||||
For fiscal 2014, the amount of cash bonuses to be paid to the Company’s named executive officers under the Plan will be determined based upon the Company’s achievement of performance targets relating to free cash flow, new and upsell bookings and non-GAAP revenue performance against Plan targets.
A minimum free cash flow target must be achieved in order to trigger any payments under the Plan. Once payments are triggered under the Plan, the actual bonus payments are determined based on the average achievement of performance targets relating to new and upsell bookings and non-GAAP revenue, each weighted equally.
The actual bonus payments are based upon the percentage achievement of the performance targets as follows:
| Total Achievement Level of Performance Targets |
Percentage of Targeted Bonus Amount | |
| < 85.00% |
0% | |
| 85.00% - 100% |
50-100% | |
| > 100.00% |
100-150% |
For achievement levels greater than 85%, the payment amount will be determined based on the Company’s actual achievement of the performance targets, with a maximum bonus payment of 150% of the targeted bonus amount.
Mr. Packer also participates in a fiscal 2014 Incentive Compensation Plan with separate performance targets relating to quarterly billings, quarterly revenue, annual new and upsell bookings and annual recurring revenue. Mr. Packer’s targeted bonus under the fiscal 2014 Incentive Compensation Plan is $150,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 12, 2013
| E2OPEN, INC. | ||
| By: | /s/ Peter J. Maloney | |
| Name: | Peter J. Maloney | |
| Title: | Chief Financial Officer | |