UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 23, 2019
CITRIX SYSTEMS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware | | 0-27084 | | 75-2275152 |
(State or other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
851 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
Telephone: (954) 267-3000
(Registrant’s Telephone Number, Including Area Code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common stock, $.001 par value per share | | CTXS | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
This Form 8-K/A amends and supplements the Current Report on Form 8-K filed on July 24, 2019 by Citrix Systems, Inc. (the “Company”) which reported, among other things, that the Company’s Board of Directors appointed Mark Schmitz to serve as Executive Vice President and Chief Operating Officer of the Company, effective as of July 23, 2019, and that Mr. Schmitz would be entitled to variable cash incentive compensation with a target equal to 75% of his base salary.
On September 17, 2019 the Compensation Committee of the Board of Directors of the Company approved, effective as of July 23, 2019 and in connection with this appointment as Executive Vice President and Chief Operating Officer, variable cash incentive compensation for Mr. Schmitz with a target equal to 100% of his base salary. In connection with his appointment as Executive Vice President and Chief Operating Officer, on September 17, 2019 the Compensation Committee of the Board of Directors of the Company also approved an award of time-based restricted stock units to Mr. Schmitz to be granted on October 1, 2019 having a value of $1.25 million on the grant date, which will vest in equal installments over a three-year period subject to his continued employment with the Company.
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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| | | | CITRIX SYSTEMS, INC. |
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Dated: September 20, 2019 | | | | By: | | /s/ Antonio G. Gomes |
| | | | Name: | | Antonio G. Gomes |
| | | | Title: | | Executive Vice President and General Counsel |
