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): February 20, 2014
AUDIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35528 | 91-2061537 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
331 Fairchild Drive
Mountain View, CA 94043
(Address of principal executive offices) (Zip code)
(650) 254-2800
(Registrants telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
¨ | 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. |
Compensation Arrangements for 2014 and Equity Grants for Certain Executive Officers
On February 20, 2014, the Compensation Committee (the Compensation Committee) of the Board of Directors (the Board) of Audience, Inc. (the Company) approved the grants of stock options and restricted stock units (RSUs and together with stock options, the Equity Grants) to certain executive officers of the Company. On February 20, 2014, based on the recommendation of the Compensation Committee, the Board approved the 2014 compensation arrangements of Peter B. Santos consisting of (i) a base salary increase to $440,000 per year, effective as of February 17, 2014; (ii) a target bonus for 2014 of 100% of Mr. Santos 2014 base salary; and (iii) Equity Grants. Mr. Santos 2014 target bonus is for use under the Companys 2012 Executive Incentive Compensation Plan (the Executive Bonus Plan). His bonus is funded based upon (A) the Companys achievement of financial performance objectives with the key metrics being: (i) GAAP Revenue and (ii) Non-GAAP Operating Income, and (B) his achievement of individual performance objectives. Mr. Santos bonus opportunity under the Executive Bonus Plan will be based 70% on the Companys performance objectives and 30% on Mr. Santos individual performance objectives.
The Equity Grants for Mr. Santos and the other named executive officers are as follows:
Name | Number of Shares Subject to Stock Options Approved on February 20, 2014 |
Stock Option per Share Exercise Price |
Number of RSUs | |||
Peter B. Santos President and Chief Executive Officer |
131,000 | $11.64 | 49,000 | |||
Kevin S. Palatnik Chief Financial Officer |
51,500 | 11.64 | 19,200 | |||
Eitan Medina Vice President of Engineering |
28,000 | 11.64 | 11,000 |
The shares subject to the stock options listed in the table above began vesting on February 17, 2014. 1/48th of the shares subject to each option shall become vested and exercisable on each monthly anniversary of the date of the stock option grant, subject to the executive officers continuous status as a service provider. Each such stock option was granted under the Companys Amended and Restated 2011 Equity Incentive Plan (the 2011 Plan).
The RSUs listed in the table above began vesting on February 17, 2014. 12.5% of the RSUs listed in the table above will become vested on August 17, 2014 and 12.5% of the RSUs will vest every six months thereafter, subject to the executive officers continuous status as a service provider. The RSUs were granted under the 2011 Plan.
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.
AUDIENCE, INC. | ||||||||
Date: February 25, 2014 | By: | /s/ Craig H. Factor | ||||||
Name: | Craig H. Factor | |||||||
Title: | Vice President, General Counsel and Secretary |