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): May 16, 2012
Medidata Solutions, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34387 | | 13-4066508 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
79 Fifth Avenue, 8th Floor New York, New York | | 10003 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 918-1800
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 (see General Instruction A.2 below):
| ¨ | 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.
(e) Compensatory Arrangements of Certain Officers
2012 Salaries and Bonus Targets. On May 16, 2012, the compensation committee of the board of directors of Medidata Solutions, Inc. (the “Company”) approved 2012 salaries and target bonus amounts (the “2012 Bonus Plan”) for the Company’s named executive officers. The committee had previously established the performance criteria for the 2012 Bonus Plan, which is based 65% on the achievement of financial targets (revenue and EBITDAO) and 35% on growth of non-EDC product revenue and backlog.
The table below sets forth the 2012 salaries and bonus targets for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:
| | | | | | | | | | |
Name | | Office | | 2012
Salary | | | 2012 Bonus
Target | |
Tarek A. Sherif | | Chairman and Chief Executive Officer | | $ | 435,000 | | | $ | 356,000 | |
| | | |
Glen M. de Vries | | President | | $ | 435,000 | | | $ | 356,000 | |
| | | |
Cory Douglas | | Chief Financial Officer | | $ | 320,000 | | | $ | 192,000 | |
| | | |
Steven I. Hirschfeld | | Executive Vice President- Customer Operations | | $ | 309,000 | | | $ | 300,000 | |
| | | |
Lineene N. Krasnow | | Executive Vice President- Product and Marketing | | $ | 309,000 | | | $ | 165,000 | |
Stock Option and Restricted Stock Grants. On May 16, 2012, the compensation committee approved awards of stock options and restricted stock to the Company’s named executive officers pursuant to the Amended and Restated 2009 Long-Term Incentive Plan. The exercise price of the options is $27.97 per share (the closing price on the date of grant) and will vest in forty-eight (48) equal monthly installments over a four year period from the date of grant. The restricted stock, valued at $27.97 (the closing price on the date of grant), will vest in four equal annual installments beginning on the first anniversary of the date of grant.
The table below sets forth the number of stock options and shares of restricted stock awarded to the Company’s named executive officers:
| | | | | | | | | | |
Name | | Office | | Number of
Options | | | Number of
Shares of
Restricted
Stock | |
Tarek A. Sherif | | Chairman and Chief Executive Officer | | | 36,087 | | | | 48,266 | |
| | | |
Glen M. de Vries | | President | | | 36,087 | | | | 48,266 | |
| | | |
Cory Douglas | | Chief Financial Officer and Executive Vice President- Compliance | | | 15,638 | | | | 20,916 | |
| | | |
Steven I. Hirschfeld | | Executive Vice President- Customer Operations | | | 16,440 | | | | 21,988 | |
| | | |
Lineene N. Krasnow | | Executive Vice President- Product and Marketing | | | 6,015 | | | | 8,045 | |
Amended and Restated 2009 Long-Term Incentive Plan. As described under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2012 annual meeting of stockholders (the “Annual Meeting”) held on May 16, 2012, the Company’s stockholders approved an amended and restated 2009 Long-Term Incentive Plan (as amended and restated, the “Plan”), which increased the number of shares of common stock that the Company may issue under the Plan by 1,500,000 shares, from 2,500,000 under the original 2009 Long-Term Incentive Plan to 4,000,000 shares under the Plan.
Additional information regarding the Plan is contained in the Company’s Definitive Proxy Statement and the Supplement to the Proxy Statement, which were filed with Securities and Exchange Commission on April 9, 2012 and May 4, 2012, respectively, and are incorporated herein by reference. The summaries of the Plan in the Proxy Statement, Supplement to the Proxy Statement, and this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed with the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 4, 2012, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2012 Annual Meeting held on May 16, 2012, the stockholders took the following actions: (1) elected seven directors to serve on the board of directors until the Company’s next annual meeting of stockholders or until their respective successors have been elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say on Pay Vote”); (3) voted to approve the Company’s Amended and Restated 2009 Long-Term Incentive Plan; and (4) ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. For more information about the foregoing proposals, see the Company’s proxy statement filed with the Securities and Exchange Commission on April 9, 2012, the relevant portions of which are incorporated herein by reference.
The number of shares of common stock entitled to vote at the Annual Meeting was 25,144,867. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 23,820,493. The voting results for each proposal are set forth below.
Proposal 1. Election of Directors
The seven director nominees who received the highest number of votes (all of the individuals listed below) were elected to the board of directors, and will serve as directors until the Company’s next annual meeting of stockholders or until their respective successors have been elected and qualified. The votes cast for or withheld with respect to each nominee and the number of broker non-votes with respect to each nominee were as follows:
| | | | | | | | | | | | |
Director Nominee | | Votes For | | | Votes Withheld | | | Broker
Non-Votes | |
Tarek A. Sherif | | | 20,854,109 | | | | 1,149,325 | | | | 1,817,059 | |
Glen M. de Vries | | | 20,843,857 | | | | 1,159,577 | | | | 1,817,059 | |
Carlos Dominguez | | | 20,469,016 | | | | 1,534,418 | | | | 1,817,059 | |
Neil M. Kurtz, M.D. | | | 20,840,770 | | | | 1,162,664 | | | | 1,817,059 | |
George W. McCulloch | | | 20,840,890 | | | | 1,162,544 | | | | 1,817,059 | |
Lee A. Shapiro | | | 20,821,584 | | | | 1,181,850 | | | | 1,817,059 | |
Robert B. Taylor | | | 20,819,906 | | | | 1,183,528 | | | | 1,817,059 | |
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Proposal 2. Advisory Vote on Executive Compensation (the Say on Pay Vote)
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative. There were 20,772,303 votes, or 94.4% of the total outstanding eligible votes, cast for this proposal, with 496,829 votes against it, 734,302 votes abstaining and 1,817,059 broker non-votes.
Proposal 3. Amended and Restated 2009 Long-Term Incentive Plan
Stockholders voted to approve the Company’s Amended and Restated 2009 Long-Term Incentive Plan. There were 15,495,602 votes, or 70.4% of the total outstanding eligible votes, cast for this proposal, with 5,785,386 votes against it, 722,446 votes abstaining and 1,817,059 broker non-votes.
Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The results of the voting included 22,576,489 votes for, 474,778 votes against, and 769,226 votes abstained.
Item 9.01. Financial Statements and Exhibits.
| 10.1(1) | Medidata Solutions, Inc. Amended and Restated 2009 Long-Term Incentive Plan |
| (1) | Incorporated by reference to Exhibit 10.1 of Medidata Solutions, Inc.’s Current Report on Form 8-K filed on May 4, 2012. |
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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.
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| | | | MEDIDATA SOLUTIONS, INC. |
| | | |
| Date: May 18, 2012 | | | | | | |
| | | |
| | | | By: | | /s/ MICHAEL I. OTNER |
| | | | Name: | | Michael I. Otner |
| | | | Title: | | General Counsel and Secretary |
