8-K

 

 

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): June 6, 2018

 

 

CITRIX SYSTEMS, INC.

(Exact name of Registrant as specified in its Charter)

 

 

 

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))

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.

On June 6, 2018, the Board of Directors (the “Board”) of Citrix Systems, Inc. (the “Company”) elected Moira Kilcoyne as a director of the Company, effective as of the end of the day. Ms. Kilcoyne was also appointed as a member of the Audit Committee of the Board. Following Ms. Kilcoyne’s appointment, the Audit Committee consists of the following members: Robert D. Daleo (Chair), Murray J. Demo and Ms. Kilcoyne.

As a result of her appointment to the Board, Ms. Kilcoyne will be entitled to participate in the Company’s non-employee director compensation program (the “Program”). Pursuant to the Program, Ms. Kilcoyne will be entitled to receive annual cash compensation of $60,000 for her service on the Board, as well as annual cash compensation of $15,000 for her service on the Audit Committee. Additionally, pursuant to the Program and under the Company’s Amended and Restated 2014 Equity Incentive Plan, Ms. Kilcoyne will be eligible annually to receive a grant of restricted stock units valued at $250,000 that will vest monthly over a one-year period. The Company will also enter into an indemnification agreement with Ms. Kilcoyne in substantially the same form entered into with the other directors of the Company.

There are no other arrangements or understandings between Ms. Kilcoyne and any other person pursuant to which Ms. Kilcoyne was selected as a director. Ms. Kilcoyne is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A press release, dated June 11, 2018, announcing the election of Ms. Kilcoyne as a director of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2018 Annual Meeting of Stockholders of the Company held on June 6, 2018 (the “Annual Meeting”), the Company’s stockholders approved the three proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in detail in the Company’s Notice of Annual Meeting and Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2018.

Proposal 1

To elect Robert M. Calderoni, Nanci E. Caldwell, Jesse A. Cohn, Robert D. Daleo, Murray J. Demo, Ajei S. Gopal, David J. Henshall, and Peter J. Sacripanti as directors, each to serve for a one-year term expiring at the Company’s annual meeting of stockholders in 2019 or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal:

 

Nominee

   Votes For      Votes Against      Abstentions      Broker Non-Votes  

Robert M. Calderoni

     95,312,968        3,696,366        36,179        7,856,749  

Nanci E. Caldwell

     85,075,426        13,745,703        224,384        7,856,749  

Jesse A. Cohn

     97,630,319        1,376,806        38,388        7,856,749  

Robert D. Daleo

     97,992,886        1,014,563        38,064        7,856,749  

Murray J. Demo

     96,055,927        2,950,144        39,442        7,856,749  

Ajei S. Gopal

     98,522,574        483,905        39,034        7,856,749  

David J. Henshall

     96,978,146        2,028,898        38,469        7,856,749  

Peter J. Sacripanti

     96,813,958        2,197,285        34,270        7,856,749  

Proposal 2

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

103,964,951   2,867,775   69,536   0

 

 

2


Proposal 3

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

92,549,544   6,417,640   78,329   7,856,749

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

99.1

   Press Release dated June 11, 2018 of Citrix Systems, Inc.

 

 

3


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.

 

    Citrix Systems, Inc.
Dated: June 11, 2018     By:   /s/Antonio G. Gomes
      Name:   Antonio G. Gomes
      Title:   Senior Vice President and General Counsel

 

 

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For media inquiries, contact:

Eric Armstrong, Citrix Systems, Inc.

(954) 267-2977 or eric.armstrong@citrix.com

For investor inquiries, contact:

Eduardo Fleites, Citrix Systems, Inc.

(954) 229-5758 or eduardo.fleites@citrix.com

Citrix Elects Moira A. Kilcoyne to Its Board of Directors

FORT LAUDERDALE, Fla. — June 11, 2018 — Citrix Systems, Inc. (Nasdaq: CTXS) today announced the election of Moira A. Kilcoyne, to its board of directors, effective June 6, 2018.

“We are fortunate to have Moira join the Citrix board,” said David Henshall, president and chief executive officer of Citrix. “Moira brings extensive experience in the financial services industry — both domestic and international — to the board, having served in multiple technology and operational executive positions with Morgan Stanley, Merrill Lynch and most recently as a board member for UK-based Quilter PLC.”

Kilcoyne began her career at IBM, where she served in multiple technical roles, before moving on to Morgan Stanley. During her 27-year tenure at Morgan Stanley, she held various roles including chief operating officer of the global technology and operations group; company CIO, managing technology for finance, market and credit risk, legal and compliance; international CIO based in London, responsible for Europe and Asia; CIO for Wealth and Investment Management; and Global Co-CIO.

Kilcoyne also played a critical role as a lead integration executive in the Morgan Stanley acquisition of Smith Barney, overseeing the highly complex platform transformation for both companies.

Kilcoyne will join the Audit Committee of the Citrix board and qualifies as an independent director.

About Moira A. Kilcoyne

Kilcoyne, 56, joined Morgan Stanley in 1989 where she held various roles of increasing responsibility. In 2007, she left Morgan Stanley for Merrill Lynch but was recruited back to Morgan Stanley where she became the COO of Global Operations, Technology and Data. Her performance in numerous CIO roles, as well as the Wealth platform integration, eventually led to her serving as Global Co-CIO.

She joined Morgan Stanley after 7 years at IBM where she served in multiple technical roles as a developer and client solution engineer.


Today, Kilcoyne consults with financial and technology firms on complex change programs and multi-year strategic planning projects, serves on the board of Quilter PLC and is a Trustee of Manhattan College.

About Citrix

Citrix (NASDAQ:CTXS) aims to power a world where people, organizations and things are securely connected and accessible to make the extraordinary possible. We help customers reimagine the future of work by providing the most comprehensive secure digital workspace that unifies the apps, data and services people need to be productive, and simplifies IT’s ability to adopt and manage complex cloud environments. Citrix solutions are in use by more than 400,000 organizations including 99 percent of the Fortune 100 and 98 percent of the Fortune 500.

For Citrix Investors

This release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the impact of the global economy and uncertainty in the IT spending environment, revenue growth and recognition of revenue, products and services, their development and distribution, product demand and pipeline, economic and competitive factors, the Company’s key strategic relationships, acquisition and related integration risks as well as other risks detailed in the Company’s filings with the Securities and Exchange Commission. Citrix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein. The development, release and timing of any features or functionality described for our products remains at our sole discretion and is subject to change without notice or consultation. The information provided is for informational purposes only and is not a commitment, promise or legal obligation to deliver any material, code or functionality and should not be relied upon in making purchasing decisions or incorporated into any contract.

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