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 1, 2008 |
BMC Software, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-16393 | 74-2126120 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
2101 CityWest Blvd., Houston, Texas | 77042 | |
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 713-918-8800 |
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 240.14a-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.
On May 1, 2008 and May 2, 2008, upon the recommendation of the Compensation Committee, the Board approved the following executive compensation matters related to the Company's named executive officers:
1. An increase in base salary for Stephen B. Solcher, the Company's Senior Vice President and Chief Financial Officer from $430,000 to $475,000, effective May 1, 2008.
2. The performance measures for fiscal 2009 for the Company's Short-Term Incentive Performance Award Program, a copy of which has previously been filed by the Company as an exhibit to the Company's Form 10-Q for the quarter ended June 30, 2004 and is incorporated by reference herein. Target annual incentives as a percentage of base salary for the named executive officers are unchanged from those disclosed in last year's proxy statement. For fiscal 2009, one-third of an individual executive's annual incentive will be based on whether and the extent to which the Company achieves quarterly and annual non-GAAP earnings per share targets, o ne-third will be based on whether and the extent to which the Company's Enterprise Service Management business unit achieves certain revenue targets, and one-third will be based on whether and the extent to which certain business unit measures, which will vary by executive depending on their primary responsibilities, are achieved. The actual bonus payments under such awards may be less than or greater than the target amounts depending on whether and the extent to which the goals upon which such bonuses are based are achieved.
3. A cash bonus pool for the Company's executive officers and other eligible employees of up to an aggregate of $500,000 from which the Company's Chief Executive Officer, with the concurrence of the Chairman of the Compensation Committee, may award discretionary bonuses for individual performance.
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.
BMC Software, Inc. | ||||
May 7, 2009 | By: | Christopher C. Chaffin | ||
Name: Christopher C. Chaffin | ||||
Title: VP, Deputy General Counsel & Assistant Secretary |