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 (Date of earliest event reported):  January 8, 2014

Compuware Corporation

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-20900

Michigan	38-2007430
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Campus Martius, Detroit, Michigan	48226-5099
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code): (313) 227-7300

_________________

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)

x 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 1.01.  Entry into a Material Definitive Agreement.

On January 8, 2014, Compuware Corporation (the “Company”) entered into a nomination and standstill agreement (the “Agreement”) with Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. (together, “Elliott”) pertaining to, among other things, the election of directors to the Company’s Board of Directors (the “Board”) at the Company’s 2013 annual meeting of shareholders (the “2013 Meeting”) and the formation of an advisory committee (the “Advisory Committee”). Pursuant to the Agreement, subject to conditions, Elliott agreed to certain standstill and voting provisions.

Under the terms of the Agreement, the Company will nominate John G. Freeland and Stephen F. Schuckenbrock (the “New Independent Directors”) for election, along with nine (9) incumbent directors (together with the New Independent Directors, the “2013 Nominees”) for re-election, as directors of the Company at the 2013 Meeting. The Company will convene and hold the 2013 Meeting on or before March 31, 2014 and will use the same solicitation efforts on behalf of all 2013 Nominees. If a New Independent Director is elected at the 2013 Meeting, he or she will serve until the next annual meeting of shareholders in 2014 (the “2014 Meeting”).

The Company will form the Advisory Committee for the purpose of advising the Board on strategies to enhance the Company’s value, including by conducting a review of the Company’s operations (efficiency, cost structure, and other considerations) and evaluating the potential value and impact of alternative financing, capitalization and tax optimization strategies as well as other value-creating initiatives. The Advisory Committee will consist of Jeffrey J. Clarke, William O. Grabe, Fritz Henderson and John G. Freeland. The Chairman of the Board and Chief Executive Officer of the Company will be entitled to participate in the meetings of the Advisory Committee.

Under the terms of the Agreement, Elliott agreed not to, among other things, solicit proxies regarding any matter to come before the 2013 Meeting, including for the election of directors, or enter into a voting agreement or any group with other shareholders with respect to the solicitation of proxies. Elliott agreed to vote its shares in favor of certain of the Board’s proposals at the 2013 Meeting, as well as in favor of the 2013 Nominees for election to the Board.

Other elements of the Agreement include:

· The Company agreed the size of the Board may be increased to more than eleven (11) directors during the term of the Agreement only (i) following the first date that the New Independent Directors are seated on the Board and (ii) upon approval by a majority of the members of the Board (which vote must include the approval of at least two (2) of Jeffrey J. Clarke, Jennifer J. Raab, Stephen F. Schuckenbrock and John G. Freeland);

· The Company agrees, subject to certain conditions, that during the term of the Agreement it will not amend the provisions of the Company’s Restated Articles of Incorporation or the Company’s Amended and Restated Bylaws relating to the Company’s shareholders’ ability (i) to call a special meeting, (ii)  to act by written consent or (iii) to nominate candidates for election to the Board;

· The Agreement will terminate on the earliest of (i) the Company’s material breach, if not cured within ten (10) days, of obligations with respect to the nomination of the New Independent Directors and the holding of the 2013 Meeting, (ii) the earlier of (A) the date that is thirty (30) days prior to the Company’s advance notice deadline for the submission of director nominations at the 2014 Meeting or (B) December 31, 2014, or  (iii) such other date as established by mutual written agreement of the Company and Elliott; and

· Except as modified in the Agreement, the terms of the confidentiality agreement, dated February 14, 2013, entered into by and among the Company and Elliott, as amended, supplemented or extended (the “Confidentiality Agreement”) will remain in effect for at least the term of the Agreement notwithstanding any provision in the Confidentiality Agreement to the contrary.

A copy of the Agreement is filed with this Form 8-K and attached hereto as Exhibit 10.157 and incorporated herein by reference. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement. On January 9, 2013, the Company issued a press release announcing the signing of the Agreement. A copy of the press release is filed with this Form 8-K and attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.157	Agreement, dated as of January 8, 2014, by and among Compuware Corporation, Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.
99.1	Press release, dated January 9, 2014

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.

	COMPUWARE CORPORATION
Date: January 9, 2014	By:	/s/ Joseph R. Angileri
		Joseph R. Angileri
		Treasurer & Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.157	Agreement, dated as of January 8, 2014, by and among Compuware Corporation, Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.
99.1	Press release, dated January 9, 2014

EX-10.157

Exhibit 10.157

Execution Copy

AGREEMENT

This Nomination and Standstill Agreement (this “Agreement”) dated as of January 8, 2014, is by and among Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. (collectively, the “Shareholders”, and individually a “Shareholder”) and Compuware Corporation, a Michigan corporation (the “Company”).

WITNESSETH:

WHEREAS, the Shareholders are currently the beneficial owners of approximately 18,670,000 shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”), which represents approximately 8.6% of the issued and outstanding shares of Common Stock;

WHEREAS, Ralph J. Szygenda and Glenda D. Price, Ph.D. retired from the Company’s Board of Directors (the “Board”) on November 15, 2013 and November 21, 2013, respectively; and

WHEREAS, following review by the Nominating/Governance Committee of the Board (the “Governance Committee”), the Board, in accordance with the Company’s bylaws and in consultation with the Shareholders, appointed Jeffrey J. Clarke and Jennifer J. Raab (the “Newly Appointed Directors”) to the Board, to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified; and

WHEREAS, the Governance Committee and the Board have also considered the qualifications of each of John G. Freeland and Stephen F. Schuckenbrock (collectively, the “New Independent Directors”) and conducted such review as they have deemed appropriate, including reviewing materials provided by the New Independent Directors; and

WHEREAS, the Governance Committee has recommended that the Company, among other things, include the New Independent Directors in its slate of nominees for election to the Board at the next annual meeting of shareholders and the Board has determined that it is in the best interests of the Company to do so on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements of the parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1

BOARD OF DIRECTORS

1.1 Director Nominees

Having had discussions with the Shareholders regarding the nominees to be nominated for election to the Board at the Company’s annual meeting of shareholders to be held following the end of the Company’s 2013 fiscal year (the “2013 Meeting”), the Governance Committee has reviewed the nominations and has recommended that the Board nominate the New Independent Directors for election as directors of the Company at the 2013 Meeting on the terms set out in this Agreement.  For the avoidance of doubt, in addition to the New Independent Directors, the Board shall also nominate the nine (9) incumbent directors (including the Newly Appointed Directors) listed on Exhibit A hereto for re-election at the 2013 Meeting (such incumbent directors, together with the New Independent Directors, the “2013 Nominees”).  Concurrent with the execution and delivery of this Agreement, the Board has determined and agreed to nominate the New Independent Directors for election as directors of the Company at the 2013 Meeting, and to prepare, file with the Securities and Exchange Commission and disseminate to the Company’s shareholders proxy soliciting materials describing the terms of this Agreement. If a New Independent Director is elected by the Company’s shareholders to serve as a director on the Board at the 2013 Meeting, such New Independent Director shall serve until the Company’s 2014 annual meeting of shareholders (the “2014 Meeting”), or until his or her earlier death, resignation, disqualification or removal.  The Company and the Shareholders agree that if any New Independent Director is unable to serve as a director during the Covered Period (as defined below) as a result of death or disability, the Shareholders shall be entitled to select any other candidate who (i) is unaffiliated with the Shareholders, (ii) qualifies as “independent” under the applicable independence requirements applicable to the Company under law, stock exchange rules and the Company’s corporate governance guidelines and (iii) is reasonably acceptable to the Governance Committee as a replacement candidate.

The size of the Board may be increased to more than 11 directors during the Covered Period only (i) following the first date that the New Independent Directors are seated on the Board and (ii) upon approval by a majority of the members of the Board (which vote must include the approval of, at a minimum, any two of the Newly Appointed Directors and New Independent Directors taken together).

The Company (i) shall convene and hold the 2013 Meeting on or before March 31, 2014, (ii) shall cause the record date for the 2013 Meeting to be on or before February 17, 2014 and (iii) shall use the same solicitation efforts on behalf of the New Independent Directors as for all other nominees.

1.2 Formation of Advisory Committee

Immediately following the 2013 Meeting, the Board shall hold a meeting of the Board at which it shall create a new committee (or reconstitute an existing committee) of the Board (such committee, the “Advisory Committee”) consisting of Jeffrey J. Clarke, William O. Grabe, Fritz Henderson and John G. Freeland for the purpose of advising on and recommending to the Board strategies to enhance the Company’s value, including by conducting a review of the Company’s operations (efficiency, cost structure, and other considerations) and evaluating the potential value and impact of alternative financing, capitalization and tax optimization strategies as well as other value-creating initiatives.  The Advisory Committee shall have full access to members of the Company’s management, and management shall furnish to the Advisory Committee such information (financial or otherwise) and cooperation (including access to the Company’s advisors) as the Advisory Committee reasonably requests to conduct its review. The Chairman of the Board and CEO shall be entitled to participate in meetings of the Advisory Committee.

2

ARTICLE 2

COVENANTS

2.1 Covenants of the Shareholders

(a)Each of the Shareholders agrees that (i) it will continue to have the right to vote all the Shares through the 2013 Meeting; (ii) at the 2013 Meeting (or any adjournment or postponement thereof) and at any subsequent shareholder meeting held prior to the expiration of the Covered Period (as defined below), it shall vote all of the shares of Common Stock beneficially owned by it in favor of (A) the 2013 Nominees, (B) the advisory vote to approve the compensation of the Company’s named executive officers and (C) the appointment of Deloitte & Touche LLP as auditors of the Company; and (iii) during the Covered Period it will not grant any consent or proxy for a consent to any third party seeking to have the shareholders authorize or take corporate action by written consent.

(b)Except as expressly contemplated by this Agreement, each of the Shareholders agree that, during the period commencing on the date hereof and ending on the date when this Agreement terminates in accordance with Section 4.1 (the “Covered Period”), unless such Shareholder shall have been specifically invited in writing by the Board, neither such Shareholder nor any controlled affiliates of such Shareholder (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or any other parties under common management therewith (“Representatives”) acting on behalf of such Shareholder will in any manner, directly or indirectly (including, without limitation, by directing, requesting or suggesting that any other person do so):

(i) effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) to effect, or announce any intention to effect or cause or participate in or in any way knowingly assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise and whether or not subject to conditions) or announce any intention to effect or cause or participate in any “solicitation” of “proxies” to vote (as such terms are used in Regulation 14A of the Exchange Act) or consents to vote (whether or not related to the election or removal of directors) with respect to any voting securities of the Company or any of its subsidiaries, or the initiation, proposal, encouragement or solicitation of shareholders of the Company for the approval of any shareholder proposals with respect to the Company, or the solicitation, advisement or influence of any person with respect to the voting of any voting securities of the Company;

(ii) deposit any shares of Common Stock or other voting securities of the Company in a voting trust or subject shares of Common Stock or other voting securities of the Company to a voting agreement or other agreement or arrangement with respect to the voting of such shares or securities, including, without limitation, lend any securities of the Company to any person or entity for the purpose of allowing such person or entity to vote such securities in connection with any shareholder vote or consent of the Company;

(iii) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act in connection with any action contemplated in Section 2.1(b)(i) hereof; or

(iv) (A) call or seek to call any meeting of shareholders, including by written consent, or provide to any third party a proxy, consent or requisition to call any meeting of shareholders; (B) seek to have the shareholders authorize or take corporate action by written consent without a meeting, solicit any consents from shareholders or grant any consent or proxy for a consent to any third party seeking to have the shareholders authorize or take corporate action by written consent without a meeting; (C) seek representation on the Board; (D) seek, or vote for or support another party seeking, the removal of, or vote for the removal of, any member of the Board; (E) conduct a referendum of shareholders; or  (F) make a request for a shareholder list or other similar Company books and records;

3

(c)The Shareholders shall, and shall cause their applicable affiliates to promptly file an amendment to their Schedule 13D reporting entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Shareholders shall provide the Company and its counsel with a copy of such amendment to their Schedule 13D within a reasonable period (and, in any event, at least one business day) in advance of filing such amendment with the SEC in order to provide the Company with a reasonable opportunity to review and comment on such materials. The Shareholders shall, in good faith, take into consideration the comments received from the Company on such amendment and shall take reasonable efforts to incorporate such comments into the applicable materials.

(d)Except as modified herein, the terms of the confidentiality agreement, dated February 14, 2013, entered into by and among the Shareholders and the Company, as amended, supplemented or extended (the “Confidentiality Agreement”) remain in effect for at least the term of this Agreement notwithstanding any provision in the Confidentiality Agreement to the contrary.

2.2 Covenants of the Company

(a)The Company shall promptly file a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto.

(b)The Company shall provide the Shareholders and their counsel with copies of (i) the Form 8-K referenced in clause (a) above and (ii) the portions of the proxy soliciting materials describing the terms of this Agreement referenced in Section 1.1 and other solicitation materials that contain statements related to the Shareholders or the New Independent Directors, in each case, within a reasonable period (and, in any event, at least one business day) in advance of filing such materials with the SEC in order to provide the Shareholders with a reasonable opportunity to review and comment on such materials. The Company shall, in good faith, take into consideration the comments received from the Shareholders on such materials and shall take reasonable efforts to incorporate such comments into the applicable materials.

(c)During the Covered Period, the Company shall not amend the provisions of the Company’s Restated Articles of Incorporation or the Company’s Amended and Restated Bylaws (the “Bylaws”), as applicable, relating to (i)  shareholders’ ability to call a special meeting, (ii) shareholders’ ability to act by written consent and (iii) shareholders’ ability to nominate candidates for election to the Board (which, for the avoidance of doubt, shall include amending provisions relating to the advance notice deadline, except that the Company shall be permitted to amend such provisions in order to delay the advance notice deadline).

(d)The Company shall provide each New Independent Directors with all documentation, agreements and policies normally provided to proposed new members of the Board as well as all pertinent charters, policies and resolutions governing all appointments for such New Independent Directors to any committee or subcommittee of the Board (any, a “Board Committee”). Each New Independent Director shall be entitled to the same treatment by the Company and the Board as other independent directors, provided such New Independent Director qualifies as “independent” under applicable law or stock exchange rule, and shall not be excluded from consideration for membership in any Board Committee solely by reason of their having been approved as a New Independent Director under this Agreement.

4

(e)The Company shall use reasonable best efforts to convene and hold the 2014 Meeting on or before

December 31, 2014.

2.3 Joint Covenants

The Company and the Shareholders shall work together to obtain from the New Independent Directors a signed agreement to the effect that such New Independent Directors (a) consent to serve as a director of the Company, if elected, and to be included in the Company's proxy statement and proxy card and (b) will be bound by all policies, codes  and guidelines applicable to directors, and such signed agreement shall be a condition to each New Independent Director’s nomination.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations of the Shareholders

The Shareholders represent and warrant as follows:

(a)The Shareholders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b)This Agreement has been duly and validly authorized, executed and delivered by the Shareholders, constitutes a valid and binding obligation and agreement of the Shareholders and is enforceable against the Shareholders in accordance with its terms.

(c)The Shareholders, together with their affiliates, beneficially own, directly or indirectly, an aggregate of approximately 18,670,000 shares of Common Stock and such shares of Common Stock constitute all of the Common Stock beneficially owned by the Shareholders and their affiliates.

(d)Other than those agreements previously disclosed to the Company in writing, no New Independent Director has any agreements, arrangements or understandings (whether compensatory or otherwise) with any of the Shareholders or their affiliates.

3.2 Representations of the Company

The Company represents and warrants as follows:

(a)The Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

(b)This Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

5

ARTICLE 4

TERMINATION

4.1 Termination

This Agreement shall remain in full force and effect until the earliest of:

(a)the Company’s material breach of its obligations under Section 1.1 of this Agreement, provided that (if such breach is curable) the Shareholders have provided written notice to the Company of such breach and such breach has not been cured within a ten (10) day period;

(b)the earlier of (i) the date that is thirty (30) days prior to the Company’s advance notice deadline for the submission of director nominations at the 2014 Meeting or (ii) December 31, 2014; and

(c)such other date established by mutual written agreement of the Company and the Shareholders.

4.2 Effect of Termination

Article 5 shall survive the termination of this Agreement. No termination pursuant to Section 4.1 shall relieve any party hereto from liability for any breach of this Agreement prior to such termination.

ARTICLE 5

GENERAL

5.1 Notices

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party if delivered in person or sent by overnight delivery (providing proof of delivery) to the party at the following addresses (or at such other address for a party as shall be specified by like notice) on the date of delivery, or if by facsimile, upon confirmation of receipt:

If to the Company:	Compuware Corporation One Campus Martius Detroit, MI 48226 Attention: General Counsel Telephone: 313-227-7300 Facsimile: 313-227-9567
with a copy (which shall not constitute notice) to	Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10039 Attention: Stephen F. Arcano                    Richard J. Grossman Telephone: 212-735-3000 Facsimile: 212-735-2000

6

If to the Shareholders and any of their Representatives	c/o Elliott Management Corporation 40 West 57th Street New York, NY 10019 Attention: Jesse Cohn Telephone: 212-974-6000 Facsimile: 212-974-2092
with a copy (which shall not constitute notice) to	Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer                    Jeffrey D. Marell Telephone: 212-373-3000 Facsimile: 212-757-3990

5.2 No Third-Party Beneficiaries

Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party.

5.3 Communications

The parties agree that the press release attached as Exhibit B hereto will be issued following execution of this Agreement and no party shall make any statement inconsistent with such press release.

During the Covered Period:

(a) the Shareholders, their respective officers and directors and the Shareholders’ controlled affiliates shall refrain from making or causing to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that constitutes an ad hominem attack on (as distinct from objective statements or announcements reflecting business criticism) the officers or directors of the Company or any person who has served as an officer or director of the Company in the past; and

 (b) the Company, its affiliates and their respective officers and directors shall refrain from making or causing to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that constitutes an ad hominem attack on (as distinct from objective statements or announcements reflecting business criticism) the officers, directors or investment professionals of the Shareholders or any person who has served as an officer, director or investment professional of the Shareholders in the past or the New Independent Directors.

7

The foregoing shall not prevent the making of any factual statement as required by applicable legal process, subpoena, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

5.4 Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Michigan, without regard to the conflict of law principles thereof. The parties and their respective Representatives: (a) irrevocably and unconditionally consent and submit to the jurisdiction of the state and federal courts located in the State of Michigan for purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agree that service of any process, summons, notice or document by U.S. registered mail to the address set forth in Section 5.1 of this Agreement shall be effective service of process for any action, suit or proceeding brought against them; (c) irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in any state or federal court located in the State of Michigan; and (d) irrevocably and unconditionally waive the right to plead or claim, and irrevocably and unconditionally agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement that is brought in any state or federal court located in the State of Michigan has been brought in an inconvenient forum.

5.5 Assignment

This Agreement shall be binding upon and inure to the benefit of and be enforceable only by the parties hereto. No party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise.

5.6 Amendments; Waivers

This Agreement may only be amended pursuant to a written agreement executed by all the parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

5.7 Entire Agreement

This Agreement constitutes the entire agreement of all the parties and except as provided herein supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party which is not contained in this Agreement and no party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein. The parties expressly disclaim reliance on any information, statements, representations or warranties regarding the subject matter of this Agreement other than the terms of this Agreement.

8

5.8 Counterparts

This Agreement may be executed in any number of counterparts (including by facsimile transmission), each of which shall be deemed to be an original, but all of which together shall constitute one binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.

5.9 Expenses

All attorneys’ fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such fees, costs or expenses.

5.10 Captions

The captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.

5.11 Specific Performance

The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in damages. It is accordingly agreed that the parties are entitled to seek an injunction or specific performance of the terms hereof in addition to any other remedies at law or in equity, and a party will not take any action, directly or indirectly, in opposition to another party seeking relief on the grounds that any other remedy or relief is available at law or in equity, and the parties further agree to waive any requirement for the security or posting of any bond in connection with such remedy or relief.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

9

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

Compuware Corporation

By: /s/ Daniel S. Follis, Jr.

       Name: Daniel S. Follis, Jr.

       Title: General Counsel & Secretary

Elliott Associates, L.P.

By: /s/ Elliot Greenberg

       Name: Elliot Greenberg

       Title: Vice President

Elliott International, L.P.

By: /s/ Elliot Greenberg

       Name: Elliot Greenberg

       Title: Vice President

Elliott International Capital Advisors Inc.

By: /s/ Elliot Greenberg

       Name: Elliot Greenberg

       Title: Vice President

[Signature Page to the Settlement Agreement between Compuware Corporation and Elliott]

10

EXHIBIT A

Gurminder S. Bedi

David G. Fubini

William O. Grabe

Fritz Henderson

Faye Alexander Nelson

Bob Paul

Lee D. Roberts

Jeffrey J. Clarke

Jennifer J. Raab

11

EXHIBIT B

[PRESS RELEASE]

12

EX-99.1

Exhibit 99.1

NEWS RELEASE COMPUWARE CORPORATION
Corporate HeadquartersOne Campus Martius · Detroit, Michigan 48226 (313) 227-7300

For Immediate Release

January 9, 2014

Compuware’s Ongoing Transformation Continues – Announces Agreement with Elliott and Nomination of Two New Board Members

 Notes “monumental steps” taken over the last year, commitment to keep delivering superior shareholder value affirmed

DETROIT--January 9, 2014--Compuware Corporation (NASDAQ: CPWR), the technology performance company, today announced that it has reached an agreement with Elliott Management that includes the nomination of two new members to Compuware’s Board of Directors and provides for the creation of an advisory committee to assist in the Company’s ongoing review and advise the Board on strategies to further enhance the company’s value and the value it delivers to shareholders.

Pursuant to the agreement, Elliott has agreed to a limited set of standstill and voting provisions, including voting in favor of Compuware’s proposed slate of directors at the company’s upcoming annual meeting of shareholders. The agreement is effective until the earlier of December 31, 2014 and 30 days before next fiscal year’s deadline for shareholder nominations.

“We appreciate the opportunity to have a constructive engagement with Elliott,” said Bob Paul, President and Chief Executive Officer, Compuware Corporation. “Over the last year, we have taken monumental steps—including divesting several non-core businesses, taking Covisint public, implementing a significant expense management program, and returning capital directly back to shareholders—in Compuware’s transformative journey. Today’s announcement further validates the effectiveness of our steps to date and the direction in which we are headed, as we focus on delivering the best technology performance solutions in the world that provide unrivaled value to our customers.”

The key transformative initiatives Compuware has executed over the past 12 months include:

n Agreeing to sell its Changepoint, Professional Services and Uniface businesses to Marlin Equity Partners for $160 million subject to certain adjustments set forth in the agreement.

n Launching the successful IPO of its Covisint business – and Compuware remains on track to spin-off the remaining 80 percent of the company to Compuware shareholders.

n Implementing an aggressive two-year program to reduce corporate expenses by $80 to $100 million, which is currently running ahead of schedule with $40 to $45 million of these costs on track to be removed by the end of this fiscal year, March 31, 2014.

Page 2

Compuware’s Ongoing Transformation Continues – Announces Agreement with Elliott and Nomination of Two New Board Members

January 9, 2014

n Commencing a significant capital return program, including initiating payment of an annual dividend of $0.50 per share, of which three quarterly dividends of 12.5 cents per share have been paid thus far for the current fiscal year – and Compuware will continue to evaluate additional opportunities to return capital to shareholders.

n Introducing six new Board members (out of a total of 11) as of this upcoming annual meeting.

n Forming a new committee on the Board to work with management on additional value-generating steps.

n Strong first-half execution in fiscal 2014.

“We took an active interest in Compuware because we recognized the underlying value of the company and its potential to drive significant value to shareholders,” said Jesse Cohn, Portfolio Manager at Elliott Management. “Driven by a dedicated and committed leadership team, the last twelve months have seen enormous progress made toward efficient operations, a streamlined portfolio and a shareholder-friendly capital return program.  More important, Compuware has put in place the kind of initiatives that leave it strongly positioned to keep delivering value to shareholders. We look forward to continuing to collaborate with Compuware’s management and Board.”

As part of the agreement, technology veterans John G. Freeland and Stephen F. Schuckenbrock will be added to the company’s slate of nominees for election to the Compuware Board of Directors at its 2013 annual meeting of shareholders, which is scheduled to occur in March of 2014.

John G. Freeland has more than thirty years of executive management and operational experience within the technology sector, including significant expertise in enterprise information solutions and services.  From 2007 to 2012, he was President and CEO of SymphonyIRI Group, a marketing services provider to the CPG and over-the-counter healthcare industries, where he changed the mix of business from lower margin market measurement services to higher margin analytics and shopper marketing services. From 2005 to 2007, Mr. Freeland was President of Worldwide Operations at salesforce.com, a leader in the software as a service (SaaS) arena. Prior to this, Mr. Freeland served in various leadership roles, including Global Managing Partner, and as a member of the Executive Committee during his 26-year career at Accenture.

Stephen Schuckenbrock has nearly thirty years of experience leading IT organizations, consulting businesses, and hardware companies. He has served as President and CEO of Accretive Health, Inc. since April 2013, leading the company through a significant restructuring. From 2007 to 2013, Mr. Schuckenbrock served in multiple roles at Dell, Inc., most recently as the President of Dell Services and a member of the Executive Leadership Team. Prior to working at Dell, he served as Co-Chief Operating Officer and Executive Vice President of Global Sales and Services at Electronic Data Systems. Before joining EDS in 2003, Mr. Schuckenbrock served as Chief Operating Officer of The Feld Group, Global Chief Information Officer of PepsiCo, and spent almost a decade at IBM in a variety of Sales and Executive Staff positions. He currently serves on the Board of Accretive Health and has held previous directorship positions at Staples, Inc. and AT Kearney.

The slate of director nominees also includes Jeffrey J. Clarke, Jennifer Raab, David Fubini and Lee Roberts, who all joined in 2013, and incumbents William O. Grabe, Fritz Henderson, Gurminder Bedi, Faye Nelson and Bob Paul. As a result of these changes, the Compuware board will continue to be comprised of 11 directors, 10 of whom are independent and 6 have been added in the past twelve months. These directors have the right experience, independence, industry expertise and track record of leadership for our transformed Company.

Page 3

Compuware’s Ongoing Transformation Continues – Announces Agreement with Elliott and Nomination of Two New Board Members

January 9, 2014

“The reconstitution of our Board of Directors is an important element of the aggressive strategic transformation that is taking place at Compuware,” said Compuware Chairman Gurminder S. Bedi. “While our efforts to reshape Compuware into a high-growth, high-profitability organization that delivers best-in-class shareholder value have been progressing well over the last few years, our actions over the past 12 months have been momentous in scope and execution. Completing any one of the actions we have taken over the last year would be a tremendous achievement; accomplishing them all in this relatively short period of time is a clear indication of our resolve in building a world-class organization and enhancing the value we deliver to shareholders.”

The Agreement will be filed with the U.S. Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K and will be viewable with Compuware’s recent filings at www.sec.gov and through the Company’s website, www.Compuware.com by selecting the Investor Relations tab.

Compuware Corporation

Compuware is the technology performance company, and we exist solely to help our customers optimize the performance of their most important and innovative technologies—those that drive their businesses forward. Today, more than 7,100 companies, including many of the world’s largest organizations, depend on Compuware and our new-generation approach to performance management to do just that. Learn more at www.compuware.com.

Additional Information and Where to Find It

Compuware Corporation, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the 2013 Meeting. The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2013 Annual Meeting (the “2013 Proxy Statement”). Additional information regarding the identity of these potential participants, none of whom owns in excess of 2 percent of the Company’s shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2013 Proxy Statement and other materials to be filed with the SEC in connection with the 2013 Meeting. This information can also be found in the Company’s definitive proxy statement for its 2012 Annual Meeting of Shareholders (the “2012 Proxy Statement”), filed with the SEC on July 19, 2012, or the Annual Report on Form 10-K/A for the year ended March 31, 2012, filed with the SEC on July 29, 2013 (the “Form 10-K/A”). To the extent holdings of the Company’s securities have changed since the amounts printed in the 2012 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

SHAREHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), 2012 PROXY STATEMENT, FORM 10-K/A AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

Page 4

Compuware’s Ongoing Transformation Continues – Announces Agreement with Elliott and Nomination of Two New Board Members

January 9, 2014

Shareholders will be able to obtain, free of charge, copies of the 2013 Proxy Statement (when available), 2012 Proxy Statement, Form 10-K/A and any other documents (including the WHITE proxy card) filed or to be filed by the Company with the SEC in connection with the 2013 Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website (http://www.Compuware.com) or by writing to the Company’s Secretary at One Campus Martius, Detroit, MI 48226. In addition, copies of the proxy materials, when available, may be requested from the Company’s proxy solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022 or toll-free at 888-750-5834.

###

Compuware Press Contact

Lisa Elkin, Senior Vice President, Marketing and Communications, lisa.elkin@compuware.com, 313-227-7345

For Sales and Marketing Information

Compuware Corporation, One Campus Martius, Detroit, MI 48226, 800-521-9353, http://www.compuware.com

Certain statements in this release that are not historical facts, including those regarding the Company’s future plans, objectives and expected performance, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. While we believe any forward-looking statements we have made are reasonable, actual results could differ materially since the statements are based on our current expectations and are subject to risks and uncertainties. These risks and uncertainties are discussed in the Company’s reports filed with the Securities and Exchange Commission. Readers are cautioned to consider these factors when relying on such forward-looking information. The Company does not undertake, and expressly disclaims any obligation, to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.