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): September 21, 2011
PAREXEL International Corporation
(Exact name of registrant as specified in charter)
| | | | | |
| Massachusetts | | 0-27058 | | 04-2776269 |
| (State or other juris- | | (Commission | | (IRS Employer |
| diction of incorporation | | File Number) | | Identification No.) |
| | | |
| 195 West Street, Waltham, Massachusetts | | 02451 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (781) 487-9900
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 obligations for 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) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| 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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 21, 2011, the Compensation Committee (the “Committee”) of the Board of Directors of PAREXEL International Corporation (the “Company”) approved targets under the Company’s Management Incentive Plan, or MIP, for the fiscal year ending June 30, 2012, or Fiscal Year 2012. Under the MIP for Fiscal Year 2012, incentives of the executive officers disclosed in our Proxy Statement, dated October 29, 2010 (the “Named Executive Officers”), are based on the achievement of corporate, business unit and personal goals. The corporate goals set by the Committee include specific earnings per share, or EPS, and backlog objectives, and the business unit objectives are based on achieving predetermined business unit operating margin, or BOM, and customer satisfaction objectives. Personal goals collectively constitute 20% of each executive’s Fiscal Year 2012 MIP opportunity. For Fiscal Year 2012, corporate and business unit goals were set to have a roughly 80% chance of attainment based on budgets, market conditions and historical factors. For executives to be awarded any payment under the corporate EPS or BOM elements of the Fiscal Year 2012 MIP, at least 90% of the targeted value has to be attained. For executives to be awarded any payment under the backlog element of the fiscal year 2012 MIP, 100% or more of the targeted value has to be attained. Over-achievement of certain goals enables an individual to earn more than 100% of the targeted MIP. However, to the extent any such over-achievement payment would cause the Company to miss its targets, that payment is reduced.
The metrics for Fiscal Year 2012 bonus opportunities under the Company’s MIP for the Named Executive Officers, excluding personal goals, are as follows:
| | | | | | | | | |
| | | | | Target | | | | Maximum |
| | | | | Percent | | Maximum Percent | | Percent |
| Name | | Metrics | | of Base1 | | of Target2 | | of Base3 |
| Josef H. von Rickenbach | | Backlog | | 100% | | 120.0% | | 120.0% |
| Chairman & CEO | | EPS | | | | | | |
| James F. Winschel, Jr. | | Backlog | | 55% | | 127.5% | | 70.1% |
| Senior Vice President & CFO | | EPS | | | | | | |
| Mark A. Goldberg, M.D. | | Backlog | | 65% | | 118.8% | | 77.2% |
| Chief Operating Officer | | EPS | | | | | | |
| | | Customer | | | | | | |
| | | Satisfaction | | | | | | |
| Ulf Schneider, PhD. | | Backlog | | 45% | | 122.5% | | 55.1% |
| Senior Vice President & CAO | | EPS | | | | | | |
| Kurt A. Brykman | | Backlog | | 45% | | 125.0% | | 56.3% |
| President, PCMS | | EPS
BOM Customer | | | | | | |
| | | Satisfaction | | | | | | |
| | |
| 1 | | Possible incentive bonus of the executive expressed as a percentage of the executive’s base salary, assuming that MIP targets are met but not exceeded. |
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| 2 | | Maximum of an executive’s incentive bonus, expressed as a percentage of the executive’s target incentive bonus, assuming that MIP targets are exceeded. |
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| 3 | | The product of the preceding columns, which is equal to the maximum amount of incentive bonus an executive may receive under the MIP, expressed as a percentage of the executive’s base salary. |
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.
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| Date: September 27, 2011 | PAREXEL International Corporation
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| | By: | /s/ James F. Winschel, Jr. | |
| | | James F. Winschel, Jr. | |
| | | Senior Vice President and CFO | |
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