UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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 25, 2017
SEACHANGE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| DELAWARE | | 0-21393 | | 04-3197974 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
| 50 Nagog Park, Acton, MA | | 01720 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number including area code: (978)897-0100
No change since last report
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Fiscal 2018 Compensation and Bonus Plans
On April 25 2017, the Compensation Committee of the Board of Directors of SeaChange International, Inc. (“SeaChange”) established the fiscal year 2018 short-term incentive bonus plans (the “2018 Plans”) for Edward Terino, Peter Faubert, Jonathan Rider and David McEvoy, each a named executive officer of SeaChange.
The below-described 2018 Plans were established by the Compensation Committee of the Board of Directors of SeaChange after giving consideration to compensation practices of SeaChange’s peer companies, and commentary regarding executive compensation trends and practices, including that published by Institutional Shareholder Services.
Under the 2018 Plans, Mr. Terino will be eligible to receive a target bonus of 90% of his base salary, Mr. Rider will be eligible to receive a target bonus of 80% of his base salary, Mr. Faubert will be eligible to receive a target bonus of 60% of his base salary and Mr. McEvoy will be eligible to receive a target bonus of 50% of his base salary.
The bonuses are payable in cash and are earned based on SeaChange achieving certain overall company financial objectives for fiscal 2018 related to Total Revenue andNon-GAAP Operating Income and based on individualized performance-based objectives.
The bonuses are determined upon conclusion of SeaChange’s 2018 fiscal year.
The 2018 Plans provide that the Compensation Committee has the discretion to determine the amount paid under the 2018 Plans, whether or not the criteria are satisfied. The 2018 Plans also provide that the amount payable may be adjusted upward or downward in predetermined amounts if actual performance exceeds or is below the target financial criteria, with a specified maximum upward adjustment of twenty-five percent above target based upon each ofNon-GAAP Operating Income and Total Revenue.
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.
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| SEACHANGE INTERNATIONAL, INC. |
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| By: | | /s/ Edward Terino |
| | Edward Terino, |
| | Chief Executive Officer |
Dated: April 28, 2017
