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 17, 2016

 


 

Marketo, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware

 

001-35909

 

56-2558241

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

901 Mariners Island Blvd., Suite 500
San Mateo, California 94404

(Address of principal executive offices, Zip code)

 

(650) 376-2300

(Registrant’s telephone number, including area code)

 

Not applicable

(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:

 

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.

 

This Current Report on Form 8-K is being filed with the U.S. Securities and Exchange Commission in connection with the adoption and commencement of certain material compensatory plans, contracts or arrangements between Marketo, Inc. (the “Company” or “we,” “us,” or “our”) and Phillip M. Fernandez, the Company’s Chairman and Chief Executive Officer, Frederick A. Ball, the Company’s Chief Financial Officer, and Steven M. Winter, Executive Vice President, Worldwide Field Operations, who collectively comprise the named executive officers of the Company for the purposes of this Current Report on Form 8-K.

 

2016 Corporate Bonus Plan

 

On February 17, 2016, the Compensation and Leadership Development Committee (the “CLDC”) of the Board of Directors (the “Board”) of the Company unanimously approved the Company’s 2016 Corporate Bonus Plan (the “Bonus Plan”). The Company’s named executive officers are eligible to participate in the Bonus Plan.

 

Funding of the Bonus Plan is based upon our achievement of performance targets that measure the first year value of all subscriptions purchased by new customers during 2016, adjusted upward or downward in the event we exceed or do not meet a specified performance target that measures our customer retention rate in 2016, and operating loss for 2016. To fund the Bonus Plan, we are required to achieve a minimum percentage threshold of these targets. Funding of the Bonus Plan scales upward if we achieve in excess of our performance targets, subject to a cap of 200% for the goals relating to the first year value of all subscriptions purchased by new customers during 2015 and operating loss, and a cap of 125% for the goal relating to customer retention rates in 2016. The Bonus Plan may be amended by the CLDC, at its sole discretion.

 

Named Executive Officers’ 2016 Compensation

 

On February 17, 2016, the CLDC unanimously approved the 2016 annual base salaries, the 2016 performance cash bonus award targets, and the grant of equity awards for Mr. Ball and Mr. Winter. On February 18, 2016, the independent members of the Board, upon the CLDC’s recommendation, unanimously approved the 2016 annual base salary, the 2016 performance cash bonus award target, and the grant of equity awards for Mr. Fernandez.

 

The performance cash bonus award targets were approved pursuant to and in accordance with the terms and conditions of the Bonus Plan. The equity awards were approved pursuant to and in accordance with the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “2013 EIP”) and the forms of Restricted Stock Unit Agreement, as previously filed with the Securities and Exchange Commission (the “SEC”), and the Performance Share Agreement, previously filed with the SEC.

 

The table below sets forth the 2016 annual base salaries, 2016 target award opportunities, and the number of equity awards approved for our principal executive officer, principal financial officer, and other named executive officers.

 

 

 

 

 

 

 

2016 Target

 

Equity Awards

 

Name

 

Title

 

2016 Annual
Base Salary
(1)

 

Award
Opportunity

 

RSUs(2)

 

Baseline
MSUs
(3)

 

Phillip M. Fernandez

 

Chief Executive Officer (Principal Executive Officer)

 

$

430,000

 

$

430,000

 

65,000

 

65,000

 

Frederick A. Ball

 

Chief Financial Officer (Principal Financial Officer)

 

$

340,000

 

$

220,000

 

28,000

 

28,000

 

Steven M. Winter

 

Executive Vice President, Worldwide Field Operations

 

$

400,000

 

$

400,000

 

20,600

 

20,600

 

 


(1)               Effective as of January 1, 2016.

(2)               25% of the Restricted Stock Units (“RSUs”) will vest on the first Company Vest Date (as defined below) on or after the first anniversary of February 15, 2016 (the “Initial Vest Date”), and 25% of the RSUs will vest each year thereafter on the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to the grantee continuing to be a service provider (as defined in the 2013 EIP) through each such date. “Company Vest Dates” are February 15, May 15, August 15 and November 15 of each year, provided, however that if a Company Vest Date would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date.

(3)               Market stock units (“MSUs”) are performance share awards that are subject to vesting over three performance periods ending December 31, 2016, December 31, 2017 and December 31, 2018, in each case subject to the grantee continuing to be a service provider through the applicable vesting date. The awards become eligible to vest based on the performance of the Company’s stock price compared to the percentage change in the adjusted average closing price of the NASDAQ Composite Index over the same comparison periods. Participants have the ability to earn up to 150% of the baseline award based on certain levels of achievement in excess of target performance.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 23, 2016

 

 

 

 

MARKETO, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Margo M. Smith

 

 

Name:

Margo M. Smith

 

 

Title:

Senior Vice President & General Counsel

 

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