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: June 13, 2009
(Date of earliest event reported)

ArcSight, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-33923 (Commission File Number)	52-2241535 (IRS Employer Identification No.)
5 Results Way
Cupertino, California (Address of Principal Executive Offices)	95014 (Zip Code)

(408) 864-2600
(Registrant’s Telephone Number, Including Area Code)

     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):

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.

On June 10, 2009, the Board of Directors (the “Board”) of ArcSight, Inc. (“ArcSight”) elected Roger Siboni as a member of the Board to fill the vacant directorship in Class III of ArcSight’s classified Board created by the resignation of Robert Shaw, contingent and effective upon Mr. Siboni’s acceptance of the appointment. Mr. Siboni accepted the appointment on June 13, 2009. As previously disclosed, the resignation of Mr. Shaw was tendered on March 13, 2009. Mr. Siboni’s term will expire at the annual meeting of stockholders to be held in 2010. Initially, Mr. Siboni will not be named to any of the committees of the Board. Mr. Siboni was not selected as a director pursuant to any arrangement or understanding with any other person.

Concurrently with the appointment of Mr. Siboni, on June 10, 2009, the Board approved the following compensatory arrangements for members of the Board:

• each non-employee member of the Board will receive an annual cash retainer of $35,000 (ArcSight does not pay fees to directors for attendance at meetings of the Board and its committees);

• the lead independent director of the Board will receive an additional annual cash retainer of $10,000;

• the annual cash retainer for the chair of the audit committee of the Board will be increased from $15,000 to $20,000 (the chairs of the compensation committee and the nominating and corporate governance committee will continue to receive annual retainers of $10,000 and $5,000, respectively, and each member of the audit committee, the compensation committee and the nominating and corporate governance committee will continue to receive annual retainers of $8,000, $5,000 and $2,500, respectively);

• the initial stock option grant to new non-employee directors will be increased from 11,250 shares to 25,000 shares; and

• as under the prior director compensation program, each non-employee director who continues to serve on the Board immediately following each annual meeting of stockholders will automatically be granted an option to purchase 10,375 shares of ArcSight common stock.

In connection with his service as a director, Mr. Siboni will receive ArcSight’s standard non-employee director compensation, provided that the $35,000 annual cash retainer will be pro-rated for the portion of the fiscal year that Mr. Siboni actually serves.

The exercise price for the 25,000 share grant to Mr. Siboni is $18.60 per share, equal to the fair market value of ArcSight’s common stock on Saturday, June 13, 2009, the date of grant (i.e., the closing price of ArcSight’s common stock on Friday, June 12, 2009). As with the initial stock option grant to ArcSight’s other non-employee directors, the option was granted under ArcSight’s 2007 Equity Incentive Plan, has a term of ten years and will terminate 90 days following the date Mr. Siboni ceases to serve on the Board for any reason other than death or disability, or 12 months following that date if the termination is due to death or disability. The shares subject to this option will vest and become exercisable as to 1/36^th of the shares each

month after the grant date over three years, and will accelerate fully and become vested and exercisable immediately upon certain changes in control or ownership of ArcSight. Mr. Siboni will also be eligible for the annual grant to non-employee directors in connection with ArcSight’s 2009 annual meeting of stockholders, as described above.

As with our other directors, effective on the date of his appointment, Mr. Siboni and ArcSight will enter into ArcSight’s standard form of indemnification agreement, which was filed as Exhibit 10.1 to ArcSight’s Form S-1 filed on October 29, 2008 and is incorporated by reference herein. The indemnification agreement and our restated certificate of incorporation and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. See “Executive Compensation—Limitation on Liability and Indemnification Matters” in our proxy statement filed with the Securities and Exchange Commission on August 25, 2008, for a description of our indemnification arrangements.

A copy of the press release issued by the Company on June 16, 2009, announcing the election of Mr. Siboni is attached as Exhibit 99.01 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Number	Description
99.01	Press release issued by ArcSight, Inc., dated June 16, 2009.

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.

ArcSight, Inc.
By:	/s/ Stewart Grierson
	Stewart Grierson
	Chief Financial Officer

Date: June 16, 2009

EXHIBIT INDEX

Number	Description
99.01	Press release issued by ArcSight, Inc., dated June 16, 2009.

EX-99.01

Exhibit 99. 01

5 Results Way
Cupertino, CA 95014
t 408.864.2600
f 408.342.1615
www.arcsight.com

ArcSight Appoints Roger Siboni to Board of Directors

CUPERTINO, CA — June 16, 2009 — ArcSight, Inc. (NASDAQ: ARST), a leading global provider of compliance and security management solutions that protect enterprises and government agencies, today announced the appointment of Roger Siboni to its board of directors.

Mr. Siboni, 54, who is currently an independent investor, previously served as president and chief executive officer of E.piphany, Inc., a provider of customer interaction software, from August 1998 to July 2003. He also served chairman of the board of directors of E.piphany from December 1999 until it was acquired by SSA Global Technologies, Inc. in September 2005. Before joining E.piphany, Mr. Siboni served in various positions at KPMG Peat Marwick from July 1993 to August 1998, a worldwide accounting and consulting organization, most recently as Deputy Chairman and Chief Operating Officer. He currently serves on the boards of Cadence Design Systems, Dolby Laboratories, Inc. and infoGroup Inc. Mr. Siboni holds a B.S. degree in business administration from the University of California at Berkeley, and previously served as Chairman of the Advisory Board for the Walter A. Haas School of Business at the University of California at Berkeley.

“We welcome Roger to ArcSight,” commented Tom Reilly, president and CEO of ArcSight. “We feel we have recruited an incredibly talented person to join our board, and I personally look forward to benefiting from his insights and his wealth of experience.”

About ArcSight

ArcSight (NASDAQ: ARST) is a leading global provider of compliance and security management solutions that protect enterprises and government agencies. ArcSight helps customers comply with corporate and regulatory policy, safeguard their assets and processes, and control risk. The ArcSight platform collects and correlates user activity and event data across the enterprise so that businesses can rapidly identify, prioritize, and respond to compliance violations, policy breaches, cybersecurity attacks, and insider threats. For more information, visit www.arcsight.com. (ARST-IR)

Cautionary Statement Regarding Forward Looking Statements

This news release contains forward-looking statements, including without limitation those regarding anticipated benefits from Mr. Siboni’s participation on ArcSight’s board of directors. These forward-looking statements are subject to material risks and uncertainties that may cause actual results to differ substantially from expectations. Investors should consider important risk factors, which include: the risk that Mr. Siboni may be unable to participate on ArcSight’s board as expected, or to make the contributions that are anticipated; and other risks detailed under the caption “Risk Factors” in the ArcSight Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on March 12, 2009 and the company’s other filings with the SEC. You can obtain copies of the company’s Quarterly Report on Form 10-Q and its other SEC filings on the SEC’s website at www.sec.gov.

The foregoing information represents the company’s outlook only as of the date of this press release, and ArcSight undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, new developments or otherwise.

© 2009 ArcSight, Inc. All rights reserved. ArcSight and the ArcSight logo are trademarks of ArcSight, Inc.

Investor Relations Contact:
Robert Dougherty
FD
415-293-4427
robert.dougherty@fd.com