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): March 28, 2014
MAD CATZ INTERACTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
| Canada | 001-14944 | N/A | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7480 Mission Valley Road, Suite 101
San Diego, California 92108
(Address of Principal Executive Offices)
(619) 683-9830
(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 240.14.a-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 March 28, 2014, the independent members of Mad Catz Interactive, Inc.’s (the “Company”) Board of Directors (the “Board”) approved an executive bonus plan for the Company’s FY 2015. Bonuses awarded under the executive bonus plan will be based upon the Company’s FY 2015 operating income, as reported in the Company’s audited consolidated financial statements, compared to budgeted operating income approved by the Board on March 28, 2014. Bonuses awarded under the executive bonus plan will be based on the following formulas:
| • | Less Than Break Even Operating Income: |
| • | % of Target Bonus Earned = 0% |
| • | From Break Even Operating Income up to 100% of Budgeted Operating Income: |
| • | % of Target Bonus Earned = (100% - ((100% - Operating Income as a % of Budgeted Operating Income) *.5)) * 50% |
| • | Example: If 90% of budgeted operating income is achieved, bonus equals 47.5% of Target Bonus. |
| • | Example: If 50% of budgeted operating income is achieved, bonus equals 37.5% of Target Bonus. |
| • | Greater than 100% of Budgeted Operating Income (capped at 150% of Target Bonus): |
| • | % of Target Bonus Earned = (100% + ((Operating Income as a % of Budgeted Operating Income - 100%) * 2.0)) * 50% |
| • | Example: If 125% of budgeted operating income is achieved, bonus equals 75% of Target Bonus. |
| • | Example: If 150% of budgeted operating income is achieved, bonus equals 100% of Target Bonus. |
| • | Example: If 200% of budgeted operating income is achieved, bonus equals 150% of Target Bonus. |
The Target Bonus, as a percentage of base salary, for the Company’s executive officers for the Company’s FY 2015 is set forth in the following table:
| Name |
Title | Target Bonus Award as % of Salary | ||
| Darren Richardson | President and Chief Executive Officer | 60% | ||
| Karen McGinnis | Chief Financial Officer | 50% | ||
| Brian Andersen | Chief Operating Officer | 50% | ||
| Whitney Peterson | Senior Vice President, Business Affairs; General Counsel; Secretary | 50% | ||
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.
| Date: April 3, 2014 | MAD CATZ INTERACTIVE, INC. | |||||
| By: | /s/ KAREN MCGINNIS | |||||
| Name: | Karen McGinnis | |||||
| Its: | Chief Financial Officer | |||||