0001035748-16-000034.txt : 20160226 0001035748-16-000034.hdr.sgml : 20160226 20160226165142 ACCESSION NUMBER: 0001035748-16-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160222 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160226 DATE AS OF CHANGE: 20160226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLIDUS SOFTWARE INC CENTRAL INDEX KEY: 0001035748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770438629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50463 FILM NUMBER: 161462825 BUSINESS ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: SUITE 400 CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 925-251-2200 MAIL ADDRESS: STREET 1: 4140 DUBLIN BLVD STREET 2: SUITE 400 CITY: DUBLIN STATE: CA ZIP: 94568 FORMER COMPANY: FORMER CONFORMED NAME: TALLYUP SOFTWARE INC DATE OF NAME CHANGE: 19980807 8-K 1 directorreclassification8-k.htm 8-K 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report: February 22, 2016
(Date of earliest event reported)
 
Callidus Software Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
000-50463
 
77-0438629
(State or other jurisdiction
of incorporation)
 
(Commission
file number)
 
(I.R.S. Employer
Identification No.)
 
4140 Dublin Boulevard, Suite 400, Dublin, CA 94568
(Address of principal executive offices) (Zip Code)
 
(925) 251-2200
(Registrant’s telephone number, including area code)
 
 
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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.
 
In order to achieve a more equal balance of membership among classes of directors as required by Delaware law and the certificate of incorporation and bylaws of Callidus Software Inc. (the “Company”), the Board of Directors (the “Board”) of the Company determined at a regularly scheduled meeting held on February 22, 2016 to move one of the directors from Class III (with a term expiring at the 2018 annual meeting of stockholders) to Class I (with a term expiring at the 2016 annual meeting of stockholders). Accordingly, on February 22, 2016, Murray D. Rode resigned as a Class III director and was immediately appointed to the Board as a Class I director. The resignation and reappointment of Mr. Rode was effected solely to rebalance the Board classes and was not due to any disagreement with the Company or its management on any matter related to the Company’s operations, policies or practices. For all other purposes, including vesting and other compensation matters, Mr. Rode’s service on the Board is deemed to have continued uninterrupted. Mr. Rode continues to serve on the Company’s Compensation Committee.
 

 

 
2



 
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.
 
 
 
CALLIDUS SOFTWARE INC.
 
 
 
Date: February 26, 2016
By:
/s/ ROXANNE OULMAN
 
 
Roxanne Oulman
 
 
Senior Vice President, Finance and Accounting
(duly authorized officer)