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 9, 2015 (February 5, 2015)

Rally Software Development Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (303) 565-2800

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:

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 February 5, 2015, the Board of Directors (the “Board”) of Rally Software Development Corp. (the “Company”) approved an increase in the total authorized number of Board members to seven directors and, upon recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), elected Margaret E. Porfido to the Board effective February 5, 2015.  Ms. Porfido was elected as a Class I director for a term expiring at the Company’s 2017 annual stockholders’ meeting.  The Board also appointed Ms. Porfido to the Audit Committee of the Board (the “Audit Committee”), to the Compensation Committee of the Board (the “Compensation Committee”) and to the Nominating Committee.

Ms. Porfido will be compensated pursuant to the Company’s non-employee director compensation policy (the “Policy”).  Under the Policy, Ms. Porfido is entitled to receive a cash retainer of $30,000 per year for service on the Board, an additional cash retainer of $5,000 per year for service on the Audit Committee, an additional cash retainer of $4,000 per year for service on the Compensation Committee and an additional cash retainer of $2,500 per year for service on the Nominating Committee.  Pursuant to the Policy, in connection with her initial election to the Board, Ms. Porfido received a stock option grant to purchase 14,000 shares of the Company’s common stock (the “Initial Option”) and a restricted stock unit award for 5,982 restricted stock units (the “Initial RSUs”).  Subject to Ms. Porfido’s continuous service, the Initial Option and the Initial RSUs will each vest annually over three years.  The Initial Option has an exercise price of $12.45 per share, which was the closing price of the Company’s common stock on the date of grant, as reported on the New York Stock Exchange, and a 10-year term. The Initial Option and the Initial RSUs were granted under the Company’s 2013 Equity Incentive Plan, and the Company’s forms of stock option agreement, option grant notice, restricted stock unit award agreement and notice of grant award, respectively (collectively, the “Related Agreements”), in each case, previously filed with the Securities and Exchange Commission (the “SEC”).  In addition, under the Policy, Ms. Porfido will be eligible to receive an annual stock option and restricted stock units grant, subject to her continuous service. The foregoing summary of the Related Agreements is qualified in its entirety by reference to the full text of the Related Agreements that the Company has previously filed with the SEC.

There is no arrangement or understanding between Ms. Porfido and any other persons pursuant to which she was elected as a director.  Ms. Porfido has no direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.  Ms. Porfido and the Company have entered into the standard Company indemnification agreement, whereby the Company agrees to indemnify, defend and hold its directors and officers harmless from and against losses and expenses incurred as a result of their service to the Company, subject to the terms and conditions provided in the agreement.  The foregoing summary of such indemnification agreement is qualified in its entirety by reference to the full text of the form of indemnification agreement that the Company has previously filed with the SEC.

A copy of the press release relating to Ms. Porfido’s election to the Board is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.

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INDEX TO EXHIBITS

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