| Item 2.02. | Results of Operations and Financial Condition. |
The information under this Item 2.02, including the earnings letter attached hereto as Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On October 22, 2020, Citrix Systems, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2020 by issuing an earnings letter. A copy of the earnings letter is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 21, 2020, the Board of Directors (the “Board”) of the Company expanded the size of the Board from ten to eleven directors, and elected Mr. Robert E. Knowling, Jr., as a director of the Company, effective as of the same date. Mr. Knowling was also appointed as a member of the Compensation Committee of the Board.
As a result of his appointment to the Board, Mr. Knowling will be entitled to participate in the Company’s non-employee director compensation program (the “Program”). Pursuant to the Program, Mr. Knowling will be entitled to receive annual cash compensation of $70,000 for his service on the Board, as well as annual cash compensation of $15,000 for his service on the Compensation Committee. Additionally, pursuant to the Program and under the Company’s Second Amended and Restated 2014 Equity Incentive Plan, Mr. Knowling will be eligible to receive an annual grant of restricted stock units valued at $250,000 and vesting in full on the earlier of (i) the first anniversary of the date of grant or (ii) the day immediately prior to the Company’s next regular annual meeting of stockholders, subject to such director’s continued business relationship or other association with the Company through such vesting date. Mr. Knowling will be eligible to receive his first such annual grant of restricted stock units on the first business day of the month following the Company’s 2021 annual meeting of stockholders if he is re-elected to the Board at such annual meeting. In connection with his appointment, Mr. Knowling will receive an initial grant of restricted stock units in a pro-rated amount based on the time between Mr. Knowling’s date of appointment and the Company’s 2021 annual meeting of stockholders, which grant will be subject to vesting at the end of the current annual vesting period, subject to his continued business relationship or other association with the Company through such vesting date. The Company will also enter into an indemnification agreement with Mr. Knowling in substantially the same form entered into with the other directors of the Company.
There are no other arrangements or understandings between Mr. Knowling and any other person pursuant to which Mr. Knowling was selected as a director. Mr. Knowling is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A press release, dated October 22, 2020, announcing the election of Mr. Knowling as a director of the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 22, 2020, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.35 per share. This dividend is payable on December 22, 2020 to all shareholders of record at the close of business on December 8, 2020. Future dividends will be subject to approval by the Company’s Board of Directors.
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