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): March 2, 2017
Pegasystems Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-11859
Massachusetts | 04-2787865 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
1 Rogers Street, Cambridge, Massachusetts 02142
(Address of principal executive offices, including zip code)
617-374-9600
(Registrants 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:
☐ | 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)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On March 2, 2017, the Compensation Committee of the Board of Directors of Pegasystems Inc. (the Company) approved the 2017 base salaries, target incentive percentages for the Section 16 Officer/FLT Member Corporate Incentive Compensation Plan (the Incentive Plan), and other incentive bonus payment targets for the executive officers of the Company listed on Exhibit 99.1 to this Current Report on Form 8-K (the Executive Officers).
The aggregate target Incentive Plan payments for Executive Officers is $1,216,800 (the Aggregate Target Bonus Amount). The Executive Officers are also eligible for additional bonus compensation related to the achievement of certain operational objectives totaling $100,000. Leon Trefler and Douglas Kra, Senior Vice Presidents of Global Customer Success, are also eligible for sales commissions of $225,000 and $150,000, respectively.
The foregoing summary description of the Incentive Plan is qualified in its entirety by reference to Exhibit 99.1 to this Current Report on Form 8-K, which describes the 2017 base salaries, target Incentive Plan, and other bonus payments for the Executive Officers. It is further qualified in its entirety by reference to the Incentive Plan filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed on January 20, 2017, and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
99.1 | 2017 Executive Officers Base Salaries and Target Bonus Percentages and Incentives |
Signature(s)
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.
Pegasystems Inc. | ||||||
Date: March 8, 2017 | By: | /s/ Matthew J. Cushing | ||||
Matthew J. Cushing | ||||||
Vice President, Chief Commercial Officer, General Counsel and Secretary |
Exhibit Index
Exhibit No. |
Description | |
99.1 | 2017 Executive Officers Base Salaries and Target Bonus Percentages and Incentives |
Exhibit 99.1
Pegasystems Inc.
2017 Executive Officers Base Salaries and Target Bonus Percentages and Incentives
Name |
Title |
Base Salary |
Target Incentive Plan Bonus* | |||
Alan Trefler |
Chief Executive Officer and Chairman |
$470,000 | 100% | |||
Kenneth Stillwell |
Chief Financial Officer and Chief Administrative Officer (principal financial officer) | $415,000 | 60% | |||
Douglas Kra** |
Senior Vice President, Global Customer Success |
$350,000 | 40% | |||
Michael Pyle |
Senior Vice President, Engineering |
$363,000 | 60% | |||
Leon Trefler*** |
Senior Vice President, Global Customer Success |
$350,000 | 40% |
* | Percentage of 2017 base salary |
** | In 2017, Douglas Kra will also be eligible for up to $50,000 in additional incentive compensation for the achievement of operational objectives to be set by our Chief Executive Officer, as well as target sales commissions of $150,000. |
*** | In 2017, Leon Trefler will also be eligible for up to $50,000 in additional incentive compensation for the achievement of operational objectives to be set by our Chief Executive Officer, as well as target sales commissions of $225,000. |