Delaware | 74-2126120 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
Messrs. Hawkins and James will be compensated in accordance with the compensation program for the Company's non-employee directors, as described in the Company's proxy statement filed with the Securities and Exchange Commission on June 24, 2009. Accordingly, upon their appointment to the Board, they each received an initial award of 1,355 RSUs (based on an annual RSU value of $288,000 prorated) which vest in full as of the date of the Company's 2010 Annual Meeting of Stockholders. The Company will enter into an indemnification agreement with each of Messrs. Hawki ns and James, the form of which was previously publicly filed as Exhibit 10.11 to the Company's 10-K for the year ended March 31, 1995.
There are no arrangements or understandings between Mr. Hawkins or Mr. James and any other person pursuant to which either of them were appointed as a director of the Company. There are no transactions in which Mr. Hawkins or Mr. James has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Company issued press releases on May 17, 2010 announcing the appointment of Messrs. Hawkins and James to the Board. Copies of these press releases are filed as exhibits to this Current Report.
BMC Software, Inc. | ||||||||
Date: May 17, 2010 | By: | /s/ Christopher C. Chaffin | ||||||
Christopher C. Chaffin | ||||||||
VP, Deputy General Counsel & Asst. Secretary | ||||||||
Exhibit No. | Description | |
EX-99.1 | Press Release issued by BMC Software, Inc. on May 17, 2010 | |
EX-99.2 | Press Release issued by BMC Software, Inc. on May 17, 2010 |