UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
ARI NETWORK SERVICES, INC. |
(Name of Registrant as Specified in its Charter) |
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(Name of Person(s) Filing Proxy Statement if other than the Registrant) |
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ARI NETWORK SERVICES, INC.
Supplement to
Proxy Statement dated November 26, 2014
This supplement to ARI Network Services, Inc.’s (the “Company”) proxy statement filed on Schedule 14A with the Securities and Exchange Commission on November 26, 2014 (the “Proxy Statement”) in connection with the Annual Meeting of Shareholders scheduled for January 6, 2015 is being filed to correct certain information in the Summary Compensation Table provided beginning on page 11 of the Proxy Statement. Due to an administrative error, the Summary Compensation Table misreported certain fiscal 2014 stock award, option award, non-equity incentive plan and total compensation amounts for the Company’s named executive officers. The Summary Compensation Table included in Part III, Item 11 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014 contained the correct amounts.
The corrected Summary Compensation Table is set forth below, along with the unrevised footnotes to the table for the sake of completeness. This supplement does not revise or update any other information set forth in the Proxy Statement, and should be read in conjunction with the Proxy Statement. From and after the date of this supplement, any references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby.
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Summary Compensation Table
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| Non-Equity |
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| Incentive |
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| Plan |
| All Other |
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| Fiscal |
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| Stock |
| Option |
| Compensa- |
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Name and Principal Position |
| Year |
| Salary |
| Bonus (1) |
| Awards (2) |
| Awards (3) |
| tion (4) |
| tion (5) |
| Total | |||||||
Roy W. Olivier, |
| 2014 |
| $ | 310,000 |
| $ | — |
| $ | 57,889 |
| $ | 194,771 |
| $ | 99,775 |
| $ | 6,076 |
| $ | 668,511 |
President and Chief Executive Officer |
| 2013 |
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| 285,000 |
| $ | 40,000 |
| $ | 22,500 |
| $ | — |
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| 117,188 |
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| 6,404 |
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| 471,092 |
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William A. Nurthen (6), |
| 2014 |
| $ | 151,442 |
| $ | 10,000 |
| $ | — |
| $ | 146,644 |
| $ | 46,333 |
| $ | 2,423 |
| $ | 357,843 |
Chief Financial Officer, Treasurer and Secretary |
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Marvin A. Berg III, |
| 2014 |
| $ | 190,000 |
| $ | — |
| $ | 14,336 |
| $ | — |
| $ | 48,437 |
| $ | 4,362 |
| $ | 257,135 |
Vice President of Operations |
| 2013 |
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| 180,000 |
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| — |
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| — |
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| — |
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| 28,125 |
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| 3,737 |
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| 211,862 |
(1)
Fiscal 2014 amount represents a sign on bonus paid to Mr. Nurthen in November 2013.
(2)
The values set forth in this column represent the grant date fair values computed in accordance with FASB ASC Topic 718 for the applicable fiscal year, disregarding the estimate of forfeitures for service-based vesting conditions. Amounts shown for fiscal 2014 represent restricted stock awards earned under the 2013 LTEB plan, but granted in fiscal 2014. The assumptions used to determine these values are described in “Stock-Based Compensation,” Note 10 to the Consolidated Statements.
(3)
The values set forth in this column represent the grant date fair values computed in accordance with FASB ASC Topic 718 for the applicable fiscal year, disregarding the estimate of forfeitures for service-based vesting conditions. The assumptions used to determine these values are described in “Stock-Based Compensation,” Note 10 to the Consolidated Statements.
(4)
Amounts shown for fiscal 2013 represent annual incentive payments in cash and common stock earned during fiscal 2013. Amounts shown for fiscal 2014 represent annual incentive payments and payments made under the LTEB plan in cash to cover taxes on awards earned during fiscal 2013 and fiscal 2014, respectively as follows: Mr. Olivier—$68,600, $57,889, and $25,156; Mr. Nurthen—$46,333, $0 and $6,133; and Mr. Berg—$41,175, $14,338 and $6,161.
(5)
Amounts represent a Company match under the Company’s 401(k) plan.
(6)
William A. Nurthen commenced employment with the Company effective November 29, 2013.
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The date of this Proxy Statement Supplement is December 8, 2014.