6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF A FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

February 18, 2015

Commission File Number: 1-14251

SAP SE

(Exact name of registrant as specified in its charter)

SAP CORPORATION

(Translation of registrant’s name into English)

Dietmar-Hopp-Allee 16

69190 Walldorf

Federal Republic of Germany

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨            No   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

TABLE OF CONTENTS

EXHIBITS	4
SIGNATURES	5
Exhibit 99.1

2

On February 12, 2015, the Supervisory Board of SAP SE (“SAP”) retrospectively reduced the performance threshold for vesting of certain restricted share units beginning January 2014 under SAP’s RSU Milestone Plan 2015, which is an element of variable compensation for Executive Board members of SAP.

In connection with the change to the RSU Milestone Plan 2015, the Supervisory Board and Executive Board of SAP updated their declaration, as required by the German Stock Corporation Act, regarding SAP’s implementation of the recommendations of the German Corporate Governance Code.

The declaration is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to SAP are intended to identify such forward-looking statements. SAP undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect SAP’s future financial results are discussed more fully in SAP’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on Form 20-F for 2013 filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.

3

EXHIBITS

Exhibit No.	Exhibit
99.1	Declaration dated February 12, 2015

4

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, thereunto duly authorized.

SAP SE
(Registrant)
By:	/s/ Luka Mucic
	Name: Luka Mucic
	Title: Member of the Executive Board and CFO
By:	/s/ Michael Junge
	Name: Michael Junge
	Title: Authorized Signatory

Date: February 18, 2015

5

EX-99.1

Exhibit 99.1

Update of the declaration of the Executive Board and the Supervisory Board of SAP SE pursuant to section 161 of the German Stock Corporation Act (Aktiengesetz) on compliance with the German Corporate Governance Code

The Executive Board and the Supervisory Board of SAP SE (SAP) declare pursuant to section 161 of the German Stock Corporation Act:

The Executive Board and the Supervisory Board of SAP issued their most recent annual declaration of implementation on 29 October 2014. With the declaration they confirmed that SAP will continue to follow the recommendation stipulated in sentence 8 of section 4.2.3 of the German Corporate Governance Code on the exclusion of a so-called “repricing” of the variable compensation components for Executive Board members.

Change of the target range of the RSU Milestone Plan 2015

The RSU Milestone Plan 2015 is a variable compensation component for Executive Board members of SAP SE calculated on a long-term basis. Introduced in 2012, the plan provides for virtual shares (Restricted Share Units, or RSUs) granted on an annual basis, with the number of RSUs being subject to performance. The terms and conditions of the plan contained from the beginning provisions to eliminate any unforeseeable special effects when determining the performance. However, an elimination requires the special effect to be quantifiable. In 2014, SAP recorded an unexpected strong growth of its Cloud business. This positive development for the company resulted in non-quantifiable adverse effects for realizing the targets contained in the RSU Milestone Plan 2015. Due to the non-quantifiable effects, the Supervisory Board resolved on 12 February 2015 to leave the targets as such unchanged, but to lower the threshold that must be reached in order to avoid a forfeiture in full of the RSUs granted for a financial year for 2014 as well as already for 2015. By doing so, the fair and just nature of the plan is to be maintained in the interest of SAP SE.

In view of the aforesaid, the Executive Board and the Supervisory Board of SAP hereby also declare, by way of precaution, that the company will deviate from the recommendation stipulated in sentence 8 of section 4.2.3 of the German Corporate Governance Code. In all other respects, the declaration of implementation dated 29 October 2014 will continue to apply.

Walldorf, 12 February 2015

For the Executive Board
Bill McDermott	Luka Mucic

For the Supervisory Board

Professor Dr h.c. Hasso Plattner