8-K

Pegasystems Inc.

Date: March 8, 2019

/s/ Matthew J. Cushing

Matthew J. Cushing

Vice President, Chief Commercial Officer, General Counsel and Secretary

0001193125-19-069297.txt : 20190308 0001193125-19-069297.hdr.sgml : 20190308 20190308171605 ACCESSION NUMBER: 0001193125-19-069297 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190306 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190308 DATE AS OF CHANGE: 20190308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEGASYSTEMS INC CENTRAL INDEX KEY: 0001013857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 042787865 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11859 FILM NUMBER: 19670048 BUSINESS ADDRESS: STREET 1: ONE ROGERS STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142-1209 BUSINESS PHONE: 6173749600 MAIL ADDRESS: STREET 1: ONE ROGERS STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142-1209 8-K 1 d719777d8k.htm 8-K 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): March 6, 2019

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

(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:

☐	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

(e) On March 6, 2019, the Compensation Committee of the Board of Directors of Pegasystems Inc. (the “Company”) approved the 2019 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 $1,360,450. Leon Trefler and Douglas Kra, Senior Vice Presidents of Global Customer Success, are also eligible for sales commissions of $257,759 and $190,588, respectively, and additional bonus compensation related to the achievement of certain operational objectives of $50,000 each.

The foregoing is qualified in its entirety by reference to Exhibit 99.1 to this Current Report on Form 8-K, which describes the 2019 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 Company’s Current Report on Form 8-K filed on February 8, 2019 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.


99.1		2019 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.

EX-99.1 2 d719777dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Pegasystems Inc.

2019 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		$	485,000		100	%

Kenneth Stillwell	Senior Vice President, Chief Financial Officer and Chief Administrative Officer		$	445,000		65	%

Douglas Kra**	Senior Vice President, Global Customer Success		$	360,000		50	%

Michael Pyle	Senior Vice President, Engineering		$	377,000		60	%

Leon Trefler***	Senior Vice President, Global Customer Success		$	360,000		50	%

*	Percentage of 2019 base salary

**	In 2019, 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 the Company’s Chief Executive Officer, as well as target sales commissions of $190,588.

***	In 2018, 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 the Company’s Chief Executive Officer, as well as target sales commissions of $257,759.