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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED APRIL 30, 2016

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-183494-06

 

 

 

 

INFOR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		01-0924667
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

641 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10011

(Address of principal executive offices, including zip code)

(646) 336-1700

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to section 12(b) of the act: None

Securities registered pursuant to section 12(g) of the act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Note: The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, but has not been subject to such filing requirements for such period as the Company’s registration statement on Form S-4 became effective on February 12, 2016.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by Reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was zero as of October 31, 2015, the last business day of the registrant’s most recently completed second fiscal quarter. The registrant is a privately held corporation.

The number of shares of the registrant’s common stock outstanding on June 1, 2016, was 1,000, par value $0.01 per share.

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the Amendment) is filed by Infor, Inc. to amend our Annual Report on
Form 10-K for the Annual period from May 1, 2015 to April 30, 2016, which was filed with the U.S. Securities and Exchange Commission (the SEC) on June 23, 2016 (the Original Filing). The purpose of the Amendment is to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the Original Filing.

Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from Infor, Inc.’s principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of Infor, Inc.’s principal executive officer and principal financial officer are attached to this Amendment as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Part IV, Item 15 has also been amended to include certain exhibits required to be filed as part of this Amendment. This Amendment does not amend or otherwise update any other information in the Original Filing and our consolidated financial statements have therefore been omitted. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

No changes or updates to the items included in the Original Filing have been made to reflect subsequent events that may have occurred with respect to such items subsequent to the filing date of the Original Filing.

Unless otherwise indicated or the context requires otherwise, hereafter any reference to “Infor,” “we,” “our,” “us” or “the Company” refers to Infor, Inc. and its consolidated subsidiaries.

Unless otherwise indicated, references to our fiscal year mean the fiscal year ended on April 30 of such year. As disclosed in our Current Report on Form 8-K filed with the SEC on April 23, 2014, we changed our fiscal year end to April 30 effective beginning with our fiscal year 2015. As a result, references to our fiscal year 2015 and beyond mean the fiscal year ended on April 30 of such year. In addition, in transitioning to our new fiscal year end, we reported fiscal 2015 as the 11-month transition period of June 1, 2014 through April 30, 2015.

 

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INFOR, INC.

FORM 10-K/A

FISCAL YEAR ENDED April 30, 2016

INDEX

 

PART III					4
Item 10.		Directors, Executive Officers and Corporate Governance			4
Item 11.		Executive Compensation			8
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			23
Item 13.		Certain Relationships and Related Transactions and Director Independence			24
Item 14.		Principal Accounting Fees and Services			25
PART IV					25
Item 15.		Exhibits and Financial Statement Schedules			25
		SIGNATURES			26
		INDEX TO EXHIBITS (ITEM 15(a)3)			27

 

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Infor Executive Officers and Directors

The names, ages and current positions of the executive officers and directors of Infor, Inc. as of July 15, 2016, are listed in the table below:

 

Name		Age		Position
Charles Phillips		57		Chief Executive Officer and Director
Kevin Samuelson		42		Chief Financial Officer
Jay Hopkins		45		Chief Accounting Officer, SVP & Controller
Duncan Angove		50		Co-President, Product and Support
Stephan Scholl		46		Co-President, Global Field Operations
Pam Murphy		43		Chief Operating Officer
Jim Schaper		64		Executive Chairman of the Board of Directors
David Dominik		60		Director
Prescott Ashe		49		Director
Stewart Bloom		59		Director
C.J. Fitzgerald		49		Director
Rishi Chandna		38		Director

The following are brief biographies of Infor, Inc.’s executive officers and directors:

Charles Phillips, Chief Executive Officer and Director

Mr. Phillips is our Chief Executive Officer and serves on our board of directors. Mr. Phillips has served on the board of managers of SoftBrands Holdings, LLC since December 2011. Mr. Phillips also serves on the board of directors of Viacom. Prior to joining Infor, Mr. Phillips was President of Oracle Corporation (Oracle) and a member of its board of directors. Prior to his tenure at Oracle, Mr. Phillips was a Managing Director at Morgan Stanley. Mr. Phillips was also a Captain in the United States Marine Corps. Mr. Phillips has a B.S. in Computer Science from the United States Air Force Academy, a J.D. from New York Law School, and an M.B.A. from Hampton University. We believe Mr. Phillips’ qualifications to serve on our board of directors include his extensive experience in the enterprise software and financial services industry.

Kevin Samuelson, Chief Financial Officer

Mr. Samuelson has served as our Chief Financial Officer since July 2016. Mr. Samuelson rejoined the Company after serving as our Chief Financial Officer from October 2011 to February 2013. Prior to serving in that role, Mr. Samuelson held various positions at Infor and its predecessors, including Senior Vice President of Acquisitions and Integrations. After leaving Infor in 2013, Mr. Samuelson served as Chief Operating Officer of Backcountry.com until April 2014, and then as Chief Financial Officer at Insidesales.com from April 2014 until his return to Infor. Prior to joining Infor in 2002, Mr. Samuelson was an investment professional at Parallax Capital Partners, where he worked on technology buyouts. Mr. Samuelson also worked in the Equity Research division of Robertson Stephens.

Jay Hopkins, Chief Accounting Officer, SVP & Controller

Mr. Hopkins has served as our Senior Vice President, Controller and Chief Accounting Officer since February 2009, and he served as our Interim Chief Financial Officer from January 2013 to November 2013. Before joining Infor, Mr. Hopkins served as Vice President and Controller at MicroStrategy, Inc. from January 2008 to January 2009. Prior to MicroStrategy, Inc., Mr. Hopkins served as Worldwide Controller at the Internet Security Systems Business Unit of IBM from October 2006 to December 2007, and Vice President, Corporate Controller, and Chief Accounting Officer at Internet Security Systems, Inc. from January 2006 to October 2006. Mr. Hopkins holds a B.S. in Commerce with a concentration in Accounting from the University of Virginia.

 

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Duncan Angove, Co-President, Product and Support

Mr. Angove has served as our Co-President, Product and Support since December 2010. Prior to joining Infor, Mr. Angove was Senior Vice President of the Retail Global Business unit at Oracle Corporation, where he ran development, consulting, and sales and marketing and led Oracle to the number one market position in retail applications. Preceding his accomplishments at Oracle, Mr. Angove was a member of Retek’s executive management team, where he played a significant role in taking the company public. Mr. Angove has a B.S. in Economics from University College of London.

Stephan Scholl, Co-President, Global Field Operations

Mr. Scholl has served as our Co-President, Global Field Operations since April 2012, as the Chief Executive Officer of Lawson from September 2011 to April 2012 and as our Executive Vice President, Global Sales and Consulting from December 2010 to September 2011. Mr. Scholl has more than 18 years of experience in the technology industry (including 14 years at Oracle/PeopleSoft). Mr. Scholl was previously the General Manager of Oracle’s Tax and Utilities Global Business. In his role of General Manager, Mr. Scholl was responsible for sales, development, consulting, and marketing for the company’s Tax and Utilities vertical. From 2006 to 2009, Mr. Scholl ran Oracle’s North America Consulting Group, one of the company’s largest organizations. Prior to joining Oracle, Mr. Scholl held a number of consulting and sales management roles at PeopleSoft.

Pam Murphy, Chief Operating Officer

Ms. Murphy has served as our Chief Operating Officer since October 2011 and as our Senior Vice President of Operations from December 2010 to September 2011. Before joining Infor, Ms. Murphy spent 11 years at Oracle, where she was responsible for a wide range of operational and financial functions which included running Global Sales Operations, running Consulting Operations for Europe, Middle East and Africa, and running the Field Finance function for Oracle’s Global Business Units. Prior to joining Oracle, Ms. Murphy was with Andersen Consulting and Arthur Andersen where she provided strategy, direction and counsel to existing and potential clients. Ms. Murphy earned her business and accounting degree from the University of Cork, Ireland and is a Fellow of the Institute of Chartered Accountants.

Jim Schaper, Executive Chairman of the Board of Directors

Mr. Schaper has served as a member of our board of directors since April 2012, and formerly served as a member of the board of directors (or equivalent governing body) of the various holding companies (and certain subsidiaries thereof) that have owned Infor Global Solutions and its predecessor entities from June 2002 until April 2012. Mr. Schaper has served on the board of managers of SoftBrands Holdings, LLC since its inception in August 2009. Mr. Schaper also serves on the board of directors of BMC Software, Q2ebanking, USC Garnet Way Council, and the USC Educational Foundation. Mr. Schaper holds a B.A. in Journalism from The University of South Carolina. We believe Mr. Schaper’s qualifications to serve on our board of directors include his extensive experience in the business and financial services industry, strategic development, financial reporting and his knowledge gained from service on the boards of various other companies.

David Dominik, Director

Mr. Dominik has served as a member of our board of directors since April 2012, and formerly served as a member of the board of directors (or equivalent governing body) of the various holding companies (and certain subsidiaries thereof) that have owned Infor Global Solutions and its predecessor entities from June 2002 until April 2012. Mr. Dominik has served on the board of managers of SoftBrands Holdings, LLC since its inception in August 2009. Mr. Dominik has been a Managing Director of Golden Gate Capital since 2000, when he co-founded the firm. Mr. Dominik previously spent ten years as a Managing Director at Bain Capital. Mr. Dominik managed Information Partners, a specialized fund within Bain Capital that focused on opportunities in the information services and software markets and also served on the investment committee of Brookside, Bain Capital’s public equity hedge fund. Mr. Dominik has a J.D. from Harvard Law School and an A.B. from Harvard College. Mr. Dominik also serves on the board of directors of several Golden Gate Capital portfolio companies, including Aspect Software, Inc. (Aspect Software), and formerly served as a member of the board of directors of Express, Inc. and Micro Focus International plc. As a result of these and other professional experiences, Mr. Dominik possesses particular knowledge and experience in accounting, finance, and capital structures; strategic planning and leadership of complex organizations; and board practices of other major corporations that strengthen the board’s collective qualifications, skills and experience.

 

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Prescott Ashe, Director

Mr. Ashe has served as a member of our board of directors since April 2012, and formerly served as a member of the board of directors (or equivalent governing body) of the various holding companies (and certain subsidiaries thereof) that have owned Infor Global Solutions and its predecessor entities from June 2002 until April 2012. Mr. Ashe has served on the board of managers of SoftBrands Holdings, LLC since its inception in August 2009. Mr. Ashe is a Managing Director of Golden Gate Capital, a position he has held at the firm since its inception in 2000. Prior to joining Golden Gate Capital, Mr. Ashe served as a Principal at Bain Capital, which he initially joined in 1991. Mr. Ashe also serves on the board of directors of several Golden Gate Capital portfolio companies, including Aspect Software and BMC Software, Inc. Mr. Ashe holds a J.D. from Stanford Law School and a B.S. in Business Administration from the University of California, Berkeley. We believe Mr. Ashe’s qualifications to serve on our board of directors include his extensive experience in the enterprise software and financial services industries and his knowledge gained from service on the boards of various other companies.

Stewart Bloom, Director

Mr. Bloom has served as a member of our board of directors since April 2012. Mr. Bloom has served on the board of managers of SoftBrands Holdings, LLC since July 2011. Mr. Bloom is the Chief Executive Officer of Aspect Software, where he has worked since August 2012, and has served as an independent advisor to Golden Gate Capital since July 2011. Prior to joining Aspect Software, Mr. Bloom served as the Chief Executive Officer of Escalate Retail from May 2005 through July 2011, and Vice President Technology Services, Americas for Capgemini from August 2001 through April 2005. Earlier qualifications include Senior Vice President for Mainspring and Partner for Ernst & Young Management Consulting. Mr. Bloom also serves on the board of directors of Aspect Software and LiveVox, Inc. We believe Mr. Bloom’s qualifications to serve on our board of directors include his extensive experience in the enterprise software and professional services industries and his knowledge gained from service on the boards of various other companies.

C.J. Fitzgerald, Director

Mr. Fitzgerald has served as a member of our board of directors since April 2012. Mr. Fitzgerald is a Managing Director of Summit Partners, L.P. (Summit Partners), which he joined in 2001. From 1997 to 2000, Mr. Fitzgerald served as Chief Executive Officer of North Systems, Inc., a software company. Mr. Fitzgerald also serves on the board of directors of several privately held companies and previously served on the board of directors of Ubiquiti Networks, Inc. from March 2010 to October 2013, Global Cash Access Holdings, Inc. from May 2004 to May 2010 and Visual Sciences, Inc. from May 2002 to January 2008. Mr. Fitzgerald holds a B.S. in Computer Science from the Georgia Institute of Technology and an M.B.A. from Harvard Business School. We believe that Mr. Fitzgerald possesses specific attributes that qualify him to serve as a member of our board of directors and serve as a member of our audit committee, including his experience in the private equity and venture capital industries and as a director of public companies.

Rishi Chandna

Mr. Chandna has served as a member of our board of directors since May 2015. Mr. Chandna is a Principal of Golden Gate Capital, which he joined in 2002. Prior to joining Golden Gate Capital, Mr. Chandna worked as an Associate Consultant at Bain and Company. Previously, Mr. Chandna worked at Parnassus Investments, a San Francisco-based mutual fund. Mr. Chandna holds a M.B.A. from Harvard Business School and a B.A. in Economics from the University of California, Berkeley. Mr. Chandna also serves on the board of directors of several Golden Gate Capital portfolio companies, including Aspect Software. We believe Mr. Chandna’s qualifications to serve on our board of directors include his extensive experience in the broader technology sector, primarily software and technology services, and his knowledge gained from service on the boards of various other companies.

Code of Business Conduct and Ethics

We have adopted a written code of conduct that applies to all of our directors, executive officers and employees, including our principal executive officer, principal accounting officer and principal financial officer. The code of conduct includes provisions covering compliance with laws and regulations, insider trading practices, conflicts of interest, confidentiality, protection and proper use of our assets, accounting and record keeping, fair competition and fair dealing, business gifts and entertainment, payments to government personnel and the reporting of illegal or unethical behavior. You can obtain a copy of our code of conduct through the Investor Information page of our website at www.infor.com/company/investor-information. Our website is not part of this Annual Report on Form 10–K. The code is reviewed annually by the Board of Directors of Infor, Inc. (the Board).

 

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Board Committees

The Board is responsible for the general supervision and oversight of the affairs of the Company. In order to assist it in carrying out these duties, the Board has established and delegated certain authority to the following standing committees: the Audit Committee, the Nominating and Governance Committee and the Compensation Committee. Each of these committees operates under a charter that has been approved by the Board.

Audit Committee

The Company is not required to have a separately designated standing Audit Committee composed of independent directors, as its securities are not listed on a national securities exchange that requires such independence. However, the Board has established a separately designated standing Audit Committee. The current members of the Audit Committee are Stewart Bloom, Prescott Ashe and C.J. Fitzgerald. The Board has determined that each of Messrs. Bloom, Ashe and Fitzgerald is an Audit Committee financial expert, as such term is defined in the Securities Exchange Act of 1934, as amended (the Exchange Act). Messrs. Bloom and Ashe are employed by Golden Gate Capital and Mr. Fitzgerald by Summit Partners, and therefore may not be deemed independent.

Management is responsible for the preparation of our financial statements and our internal control over financial reporting and the financial reporting process. Our independent auditors are responsible for performing an independent audit of our financial statements in accordance with the Standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and to issue a report on those financial statements. The Audit Committee assists the Board in its oversight of our financial statements and our internal accounting policies and procedures. The Audit Committee’s primary duties and responsibilities include: (1) monitoring the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance; (2) monitoring the independence and the performance of the Company’s independent auditor and monitoring the performance of the Company’s internal audit function; (3) hiring and firing our independent auditor and approving any non–audit work performed for us by the independent auditor; (4) providing an avenue of communication among the independent auditor, management and the Board; and (5) such other functions as may from time to time be delegated to it by the Board.

Compensation Committee

The Board has established a separately designated standing Compensation Committee. The current members of the Compensation Committee are David Dominik, Prescott Ashe, C.J. Fitzgerald, Jim Schaper, and Rishi Chandna. The Compensation Committee has the authority to (1) select, retain and terminate any consulting firm engaged to assist in the evaluation of director or executive officer compensation and (2) approve the fees and retention terms of such consulting firm. The Compensation Committee may conduct or authorize studies and investigations into any matters within the scope of its responsibilities and may retain outside legal or other advisors to assist in the conduct of any such study or investigation. The primary responsibilities of the Compensation Committee include: (1) the approval and review of all matters relating to the compensation of our Chief Executive Officer; (2) review and recommend to the Board changes to the form and amount of compensation for our directors; (3) the approval and review of all matters relating to the compensation of our other executive officers; (4) oversee overall compensation and benefit programs and policies; (5) review, approval and administration of the Company’s incentive compensation programs and equity-based plans; and (6) the annual preparation of report on executive compensation and review of the Company’s disclosures relating to executive compensation including our Compensation Discussion and Analysis and executive and director compensation tables.

Nominating and Governance Committee

The Board has established a separately designated standing Nominating and Governance Committee. The current members of the Nominating and Governance Committee are Jim Schaper, Prescott Ashe, David Dominik, C.J. Fitzgerald, and Rishi Chandna. The Nominating and Governance Committee has the authority to (1) select, retain and terminate any search firm engaged to assist in identifying director candidates and (2) approve the fees and retention terms of such search firms. The Nominating and Governance Committee may conduct or authorize studies and investigations into any matters within the scope of its responsibilities and may retain outside legal or other advisors to assist in the conduct of any such study or investigation. The primary responsibilities of the Nominating and Governance Committee include: (1) recommend criteria for selection of directors; (2) recommend director candidates; (3) recommend committee members; (4) fill board and committee vacancies; (5) review committee structures; (6) review changed circumstances of directors; and (7) implement provisions of stockholders agreements.

 

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Except as set forth in our discussion below in “Certain Relationships and Related Transactions and Director Independence,” none of our directors or executive officers have been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Section 16(a) of the Exchange Act — Beneficial Ownership Reporting Compliance

The Company does not have a class of securities registered under the Exchange Act and, therefore, its directors, executive officers, and any persons holding more than ten percent of the Company’s common stock are not required to comply with Section  16 of the Exchange Act.

Item 11. Executive Compensation

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures with respect to our current plans, considerations, expectations and determinations regarding compensation.

Executive Summary

The primary objectives of our executive compensation policies are to attract and retain talented executives to effectively manage and lead our Company. Through our executive compensation policies, we seek to align the level of our executive compensation with the achievement of our corporate objectives, thereby aligning the interests of our management with those of our equity holders.

The compensation of our named executive officers generally consists of base salary, annual cash incentive payments, long-term equity incentives and other benefits and perquisites. In addition, our named executive officers are eligible to receive severance or other benefits upon termination of their employment with us. In setting an individual executive officer’s initial compensation package and the relative allocation among different types of compensation, we consider the nature of the position being filled, the scope of associated responsibilities, the individual’s qualifications, as well as general market knowledge regarding executive compensation.

The discussion below explains our compensation decisions with respect to fiscal 2016. Our named executive officers during fiscal 2016 were:

 

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Charles Phillips, Chief Executive Officer and Director;

 

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Jeffrey Laborde, Former Chief Financial Officer;

 

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Nicole Anasenes, Former Chief Financial Officer;

 

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Duncan Angove, Co-President, Product and Support;

 

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Stephan Scholl, Co-President, Global Field Operations; and

 

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Pam Murphy, Chief Operating Officer.

Role of Our Compensation Committee

We have established a Compensation Committee that evaluates and determines the levels and forms of individual compensation for our named executive officers. Under the terms of its charter, our Compensation Committee reviews and either approves, on behalf of the Board, or recommends to the Board for approval, the annual salaries and other compensation for these executive officers, as well as individual restricted common equity awards granted by Infor and certain of our affiliated companies from time to time. The Compensation Committee consults with our management team (including the named executive officers) to develop and determine all components of our executive officer compensation, and provides assistance and recommendations to the Board with respect to executive incentive-compensation plans, equity-based plans, compensation policies and practices for establishing appropriate executive compensation standards. The Compensation Committee also assists with the administration of our compensation and benefit plans.

 

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Compensation Determination Process

Our Compensation Committee will recommend to the Board (or, as applicable, the board of directors of the Infor entity that employs such individual) the compensation package that applies for each of our named executive officers and in doing so, the Compensation Committee will solicit input from our Chief Executive Officer and certain representatives of our principal stockholders to assist the directors in determining the compensation (particularly base salary and annual cash incentive payments) of our named executive officers.

Effect of Accounting and Tax Treatment on Compensation Decisions

In the review and establishment of our compensation program, we consider the anticipated accounting and tax implications to us and our named executive officers. While we consider the applicable accounting and tax treatment of alternative forms of equity compensation, these factors alone are not dispositive, and we also consider the cash and non-cash impact of the programs and whether a program is consistent with our overall compensation philosophy and objectives.

Elements of Compensation

We generally deliver executive compensation through a combination of annual base salary, annual cash incentive payments, long-term equity incentives and other benefits and perquisites. We believe that this mix of elements is useful in achieving our primary compensation objectives. We do not target any particular form of compensation to encompass a majority of annual compensation provided to our executive officers.

Base Salary. Base salaries are intended to provide a fixed level of compensation sufficient to attract and retain an effective management team when considered in combination with other performance-based components of our executive compensation program. We believe that the base salary element is required to provide our named executive officers with a stable income stream that is commensurate with their responsibilities and competitive market conditions. Annual base salaries are established on the basis of market conditions at the time we hire an executive. Any subsequent modifications to annual base salaries are influenced by the performance of the executive, the increased/decreased duties of the executive and by significant changes in market conditions.

A summary of the base salary of our fiscal 2016 named executive officers is as follows:

 

Annual Cash Incentive Payments. In addition to annual base salaries, we generally award annual cash incentive payments to our named executive officers. The annual cash incentive payments are intended to compensate our named executive officers for achieving operating performance objectives in the current year that are important to our success. Cash incentive payments are awarded pursuant to individual bonus arrangements with each named executive officer for each fiscal year. This bonus arrangement is designed to motivate, reward and acknowledge achievement by our employees by explicitly

 

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tying annual cash bonus payments to the achievement of annual performance targets based upon our consolidated financial results, as adjusted based upon individual performance objectives. Our performance-based bonus plan is administered jointly by our Chief Financial Officer, who is responsible for monitoring the financial performance measurements, and, in respect of our executive officers, our Chief Executive Officer, who is responsible for monitoring individual performance measurements for such individuals. Our Compensation Committee will recommend and approve all targets and payouts under our bonus arrangements, subject to the review and approval of the applicable Board and our Chief Executive Officer (other than with respect to matters affecting our Chief Executive Officer’s compensation, which are approved by the Board in consultation with the Committee). Executives are generally eligible for payments under our performance-based bonus arrangement if they have earned such payments for the prior fiscal year.

Pursuant to the terms of their executive employment agreements, certain named executive officers were eligible to earn a target annual cash incentive plan payment for fiscal 2016 as further described below:

For fiscal 2016, Charles Phillips’ annual cash performance incentive target bonus amount was $2,400,000 pursuant to a bonus plan.

For fiscal 2016, Jeffrey Laborde’s annual cash performance incentive target bonus amount was $1,200,000 pursuant to a bonus plan.

For fiscal 2016, Duncan Angove’s annual cash performance incentive target bonus amount was $1,600,000 pursuant to a bonus plan.

For fiscal 2016, Stephan Scholl’s annual cash performance incentive target bonus amount was $1,600,000 pursuant to a bonus plan.

For fiscal 2016, Pam Murphy’s annual cash performance incentive target bonus amount was $800,000 pursuant to a bonus plan.

For fiscal 2016, no formal annual performance targets were established and no incentive payments were made to our named executive officers under the performance-based bonus plan.

Discretionary Cash Bonuses. The Compensation Committee awarded discretionary cash bonuses to the executive management team for the achievement of certain milestone accomplishments. The fiscal 2016 discretionary cash bonus amounts awarded to the executive management team are noted in the following summary compensation table:

For fiscal 2016, Charles Phillips earned discretionary bonus awards totaling $2,400,000.

For fiscal 2016, Jeffrey Laborde earned discretionary bonus awards totaling $1,200,000.

For fiscal 2016, Duncan Angove earned discretionary bonus awards totaling $1,600,000.

For fiscal 2016, Stephan Scholl earned discretionary bonus awards totaling $1,600,000.

For fiscal 2016, Pam Murphy earned discretionary bonus awards totaling $800,000.

Long-Term Restricted Common Equity Awards. The restricted common equity awards granted to our named executive officers typically vest over time and based on certain performance conditions and/or investment performance conditions being met or achieved and, in all cases, assuming continued employment through the relevant vesting date. The vesting schedules for the restricted common equity awards were designed to motivate our named executive officers and other members of management by aligning their interests with stockholders with the mutual goal of enhancing our financial and operational performance and equity value over the long term, as well as to promote executive retention based on market conditions. The restricted common equity awards granted to our fiscal 2016 named executive officers consisted of awards of restricted equity (Equity Awards) in certain of our affiliates that are indirect beneficial owners of Infor such that the value of such awards is reflective of and corresponds to the enterprise value of Infor and its direct and indirect subsidiaries. References to such Equity Awards “vesting” refer to the fact that our named executive officers obtain beneficial ownership of such equity interests over time assuming continued employment. See Grants of Plan-Based Awards in Fiscal 2016 and Outstanding Equity Awards at 2016 Fiscal-Year End below.

 

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Defined Contribution Plan. We offer our named executive officers the opportunity to participate in our 401(k) Profit Sharing Plan (401(k) Plan), which is a tax-qualified plan. Our discretionary contributions to the 401(k) Plan are based upon our annual financial performance.

Other Benefits. We also provide various other benefits to certain of our named executive officers that are intended to be part of a competitive compensation program. We believe that these benefits are comparable to those offered by other companies. These benefits include:

 

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Medical, life and other standard welfare benefits;

 

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Flexible spending accounts;

 

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Vacation time;

 

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Use of Company aircraft;

 

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Reimbursement for tax preparation and legal services; and

 

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Relocation and housing subsidy benefits.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our fiscal 2016 named executive officers for services rendered to us during the applicable fiscal years.

 

																		Non-Equity
														Stock				Incentive Plan				Other
		Fiscal				Salary				Bonus				Awards				Compensation				Compensation				Total
Name and Title		Year				($)				($)				($)(23)				($)				($)(24)				($)
Charles Phillips			2016				500,000				2,400,000	(1)			1,650,000				—				53,493				4,603,493
Chief Executive Officer			2015				733,334				2,400,000	(2)			—				—				47,964				3,181,298
			2014				800,000				366,000	(3)			2,400,000				1,170,000	(4)			52,428				4,788,428
Jeffrey Laborde (5)			2016				380,114				1,200,000	(6)			3,244,000				—				88,361				4,912,475
Former Chief Financial Officer
Nicole Anasenes (7)			2016				155,245				—				—				—				460				155,705
Former Chief Financial Officer			2015				412,500				750,000	(8)			—				—				222,888				1,385,388
			2014				257,386				1,162,435	(9)			2,860,000				220,110	(10)			4,088				4,504,019
Duncan Angove			2016				600,000				1,600,000	(11)			1,650,000				—				2,400				3,852,400
Co-President, Product and Support			2015				550,000				1,600,000	(12)			1,427,287				—				6,331				3,583,618
			2014				600,000				244,000	(13)			2,224,457				780,000	(14)			12,160				3,860,617
Stephan Scholl			2016				600,000				1,600,000	(15)			1,650,000				—				588,634				4,438,634
Co-President, Global Field Operations			2015				550,000				1,600,000	(16)			1,427,287				—				635,475				4,212,762
			2014				600,000				244,000	(17)			2,224,457				780,000	(18)			1,124,458				4,972,915
Pam Murphy			2016				500,000				800,000	(19)			1,087,500				—				2,400				2,389,900
Chief Operating Officer			2015				458,334				1,000,000	(20)			—				—				2,400				1,460,734
			2014				500,000				225,000	(21)			1,332,500				390,000	(22)			2,400				2,449,900

 

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(1)	Mr. Phillips’ bonus includes $2.4 million discretionary bonus related to our operating performance, acquisition and debt financing transactions in fiscal 2016.

(2)	Mr. Phillips’ bonus includes $2.4 million discretionary bonus related to our operating performance and debt refinancing transactions in fiscal 2015.

(3)	Mr. Phillips’ bonus includes $0.4 million discretionary bonus related to our operating performance in fiscal 2014.

(4)	Mr. Phillips’ amount includes $1.2 million related to attainment of specific operating performance targets in fiscal 2014 related to revenue and EBITDA, and the Company’s equity value.

(5)	Effective as of July 12, 2016, Mr. Laborde was no longer our Chief Financial Officer.

(6)	Mr. Laborde’s bonus includes $1.2 million discretionary bonus related to our operating performance, acquisition and debt financing transactions in fiscal 2016.

(7)	Effective as of June 26, 2015, Ms. Anasenes was no longer our Chief Financial Officer.

(8)	Ms. Anasenes’ bonus includes $0.8 million discretionary bonus related to our operating performance and debt refinancing transactions in fiscal 2015.

(9)	Ms. Anasenes’ bonus includes $1.0 million discretionary bonus related to certain Company affiliates’ successful refinancing transactions during fiscal 2014 and a $0.2 million discretionary bonus related to our operating performance in fiscal 2014.

(10)	Ms. Anasenes’ amount includes $0.2 million related to attainment of specific operating performance targets in fiscal 2014 related to revenue and EBITDA, and the Company’s equity value.

(11)	Mr. Angove’s bonus includes $1.6 million discretionary bonus related to our operating performance, acquisition and debt financing transactions in fiscal 2016.

(12)	Mr. Angove’s bonus includes $1.6 million discretionary bonus related to our operating performance and debt refinancing transactions in fiscal 2015.

(13)	Mr. Angove’s bonus includes $0.2 million discretionary bonus related to our operating performance in fiscal 2014.

(14)	Mr. Angove’s amount includes $0.8 million related to attainment of specific operating performance targets in fiscal 2014 related to revenue and EBITDA, and the Company’s equity value.

(15)	Mr. Scholl’s bonus includes $1.6 million discretionary bonus related to our operating performance, acquisition and debt financing transactions in fiscal 2016.

(16)	Mr. Scholl’s bonus includes $1.6 million discretionary bonus related to our operating performance and debt refinancing transactions in fiscal 2015.

(17)	Mr. Scholl’s bonus includes $0.2 million discretionary bonus related to our operating performance in fiscal 2014.

(18)	Mr. Scholl’s amount includes $0.8 million related to attainment of specific operating performance targets in fiscal 2014 related to revenue and EBITDA, and the Company’s equity value.

(19)	Ms. Murphy’s bonus includes $0.8 million discretionary bonus related to our operating performance, acquisition and debt financing transactions in fiscal 2016.

(20)	Ms. Murphy’s bonus includes $1.0 million discretionary bonus related to our operating performance and debt refinancing transactions in fiscal 2015.

(21)	Ms. Murphy’s bonus includes $0.2 million discretionary bonus related to our operating performance in fiscal 2014.

(22)	Ms. Murphy’s amount includes $0.4 million related to attainment of specific operating performance targets in fiscal 2014 related to revenue and EBITDA, and the Company’s equity value.

(23)	Aggregate grant date fair value based on Financial Accounting Standards Board (FASB) ASC Topic 718 rather than amounts paid to or realized by the named individual.

 

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(24)	These amounts include all other compensation as described in the following table:

 

						Retirement Plan				Sales Incentive				Executive’s Use of
		Fiscal				Contributions				Club Trip				Company Aircraft				Other				Total
Name		Year				($)(a)				($)(b)				($)(c)				($)				($)
Charles Phillips			2016				2,400				—				51,093				—				53,493
			2015				2,400				—				45,564				—				47,964
			2014				2,400				—				50,028				—				52,428
Jeffrey Laborde			2016				2,400				—				—				85,961	(d)			88,361
Nicole Anasenes			2016				460				—				—				—				460
			2015				2,400				—				—				220,488	(e)			222,888
			2014				4,088				—				—				—				4,088
Duncan Angove			2016				2,400				—				—				—				2,400
			2015				2,400				—				3,931				—				6,331
			2014				2,400				—				9,760				—				12,160
Stephan Scholl			2016				—				—				—				588,634	(f)			588,634
			2015				—				66,759				1,839				566,877	(f)			635,475
			2014				—				—				15,859				1,108,599	(f)			1,124,458
Pam Murphy			2016				2,400																2,400
			2015				2,400				—				—				—				2,400
			2014				2,400				—				—				—				2,400

 

 

(a)	These amounts represent the Company’s matching 401(k) contributions.

(b)	These amounts include commercial airfare and incremental costs of food and activities related to sales and service incentive program events.

(c)	These amounts include estimated values of personal use of the Company’s aircraft.

(d)	This amount includes relocation and temporary living expenses for Mr. Laborde.

(e)	This amount includes payment related to a non-compete agreement with Ms. Anasenes’ previous employer and the related tax gross-up.

(f)	These amounts include housing allowance, cost-of-living, and related tax gross-ups paid in conjunction with Mr. Scholl’s extended work assignment.

 

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Grants of Plan-Based Awards in Fiscal 2016

The following table provides supplemental information relating to grants of plan-based awards to our named executive officers in fiscal 2016.

 

																				All Other
																				Stock				Grant Date
								Estimated Future Payouts Under												Awards:				Fair Value
								Non-Equity Incentive Plan Awards												Number of				of Stock and
								(1)(2)												Shares of				Option
		Award		Grant				Threshold				Target				Maximum				Stock or Units				Awards
Name		Type		Date				($)				($)				($)				(#)(3)				($)(4)
Charles Phillips		Performance
		Bonus			5/1/2015				—				2,400,000				—				—				—
		MIUs			12/18/2015				—				—				—				—	(5)			1,650,000	(6)
Jeffrey Laborde		Performance
		Bonus			5/1/2015				—				1,200,000				—				—				—
		MIUs			6/26/2015				—				—				—				400,000	(7)			3,244,000
Duncan Angove		Performance
		Bonus			5/1/2015				—				1,600,000				—				—				—
		MIUs			12/18/2015				—				—				—				—	(5)			1,650,000	(6)
Stephan Scholl		Performance
		Bonus			5/1/2015				—				1,600,000				—				—				—
		MIUs			12/18/2015				—				—				—				—	(5)			1,650,000	(6)
Pam Murphy		Performance
		Bonus			5/1/2015				—				800,000				—				—				—
		MIUs			12/18/2015				—				—				—				—	(5)			1,050,000	(6)
		MIUs			12/18/2015				—				—				—				—	(8)			37,500	(6)

 

 

(1)	Non-equity incentive plan awards based on Infor’s attainment of operating performance targets.

(2)	For fiscal 2016, specific operating performance targets related to the Performance Bonus were not established and no amounts were paid based on the level of achievement of specific operating performance.

(3)

Management Incentive Units (MIUs) granted under the Infor Enterprise Applications, LP Agreement of Limited Partnership. Infor Enterprise Applications, LP (Infor Enterprise) is an affiliate of the parent company of Infor, Inc. These MIUs are for Class C non-voting Units of Infor Enterprise and may be subject to acceleration of vesting in the event of certain changes of control of Infor Enterprise.

(4)	Aggregate grant date fair value based on FASB ASC Topic 718.

(5)

MIU awards for Class C Units originally granted May 31, 2012, which vested 50.0% upon grant, 35.0% on December 31, 2013 and 15.0% on December 31, 2014. Modified on December 18, 2015, to allow each executive to put certain related shares to the Company at a premium over fair value on July 30, 2016, January 10, 2017 and January 10, 2018.

(6)	Incremental fair value at the modification date of December 18, 2015.

(7)	MIU award for Class C-8 Units granted June 26, 2015, vesting 25% per year over four years on each anniversary of the grant date.

(8)

MIU awards for Class C Units originally granted May 31, 2012, which vested 50.0% upon grant, 35.0% on December 31, 2013 and 15.0% on December 31, 2014. Modified on December 18, 2015, to increase the amount of certain related shares that Ms. Murphy could put to the Company at a premium over fair value on January 10, 2016.

 

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Outstanding Equity Awards at 2016 Fiscal-Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of the end of fiscal 2016.

 

Stock Awards

Number of

Market Value

Shares or

of Shares or

Units of Stock

Units of Stock

That Have Not

That Have Not

Stock Award

Vested

Vested

Name

Grant Date

(#)

($)(1)

Charles Phillips

—

—

Jeffrey Laborde

6/26/2015

400,000

(2)(4)

3,632,000

Duncan Angove

—

—

Stephan Scholl

—

—

Pam Murphy

10/25/2013

12,500

(3)(4)

172,125

 

 

(1)	Represents fair market value determined as of fiscal year-end, which was April 30, 2016.

(2)	MIU award for Class C-8 Units granted June 26, 2015, vesting 25% per year over four years on each anniversary of the grant date. Effective as of July 12, 2016, Mr. Laborde was no longer our Chief Financial Officer and 300,000 unvested awards were forfeited at that time.

(3)	MIU award for Class C Units granted October 25, 2013, vesting 25% at grant and 25% per year over three years on August 1, 2014, 2015 and 2016.

(4)	These MIU awards are subject to acceleration of vesting in the event of certain changes of control.

Option Exercises and Stock Vested

No options were issued, outstanding or exercised during fiscal 2016. For purposes of this disclosure item, no Equity Awards vested during fiscal 2016 such that value was realized. See “Potential Payments upon Termination” below.

Pension Benefits

Our named executive officers are not covered by the Company’s defined benefit pension plans.

Nonqualified Deferred Compensation

The Company does not maintain a nonqualified deferred compensation plan for our named executive officers.

Severance and Change in Control Benefits

Our named executive officers are entitled to certain severance benefits as set forth in their respective employment agreements in the event of termination of employment. We believe these benefits are an essential element of our compensation program for our named executive officers and assist us in recruiting and retaining talented individuals by addressing the valid concern that it may be difficult for our named executive officers to find comparable employment in a short period of time in the event of termination. The severance benefits may differ for named executive officers depending on the positions they hold and how difficult it might be or how long it might take for them to find comparable employment. The employment agreements of our named executive officers do not contain change in control benefit provisions providing for payments, except as noted below.

 

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Employment Agreements and Payments upon Termination or Change of Control

Executive Employment Agreement with Charles Phillips

Executive Employment Agreement. We have entered into an Executive Employment Agreement, effective as of October 19, 2010, with Charles Phillips, pursuant to which Mr. Phillips serves as our Chief Executive Officer. The employment term is a five-year term. Unless either the Company or Mr. Phillips provides notice of a desire not to renew 90 days prior to termination, the agreement will automatically be extended for an additional 12 months.

Mr. Phillips is currently entitled to receive an annual base salary of $800,000 and entitled to such increases in his annual base salary as may be determined by the Company’s Board or compensation committee from time to time. During fiscal 2016, as part of an informal cost savings initiative, Mr. Phillips elected to take a salary of $1 for a portion of the year (beginning mid-August through December 2015). With respect to the 2012 fiscal year and each full fiscal year during the employment term, Mr. Phillips is also eligible to earn an annual cash incentive payment, the actual amount of the bonus to be determined by the Board pursuant to a bonus plan based on factors including, without limitation, Mr. Phillips’ achievement of performance targets. Mr. Phillips is also eligible to receive certain additional bonuses in the event of a Company sale, liquidity event or refinancing (in each case, as defined in his employment agreement). Mr. Phillips is also eligible to receive certain restricted common equity awards with a market value equal to $10,000,000 as of the date of such grant, in the event of an IPO (as defined in his employment agreement) and two additional restricted common equity awards, each with a market value equal to $5,000,000 as of the date of such grant on each of the first and second anniversaries following an IPO.

Mr. Phillips is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. We have also agreed to indemnify Mr. Phillips in connection with his capacity as our officer.

If Mr. Phillips resigns or otherwise voluntarily terminates his employment other than for “good reason” (as defined in his employment agreement) during the term of the agreement or his employment is terminated by us with “cause” (as defined in his employment agreement), Mr. Phillips shall not be entitled to any salary bonuses, employee benefits or compensation after the termination of the employment period, and all rights to salary, bonuses, employee benefits and other compensation hereunder (if any) which would have accrued or become payable after the termination of the employment period shall cease upon termination, other than those already vested or otherwise required under applicable law (such as COBRA).

If Mr. Phillips’ employment is terminated by us without “cause” (as defined in his employment agreement) or by Mr. Phillips for “good reason” (as defined in his employment agreement), Mr. Phillips shall be entitled to (i) and amount equal to two years of Mr. Phillips’ then-current base salary; (ii) two times the arithmetic mean of the annual, performance-based bonuses paid to Mr. Phillips by the Company over the three preceding fiscal years (subject to certain adjustments); and (iii) the performance bonus Mr. Phillips would have otherwise been entitled to for that fiscal year, prorated to account for the portion of such fiscal year during which Mr. Phillips was employed by us. The payments set forth in (i) and (ii) in the previous sentence shall be increased to (i) three years of Mr. Phillips’ then-current base salary and (ii) three times the arithmetic mean of the annual, performance-based bonuses paid to Mr. Phillips by the Company over the three preceding fiscal years (subject to certain adjustments), respectively, may be increased if such termination occurs in connection with or following a change in control where the change in control does not also result in Mr. Phillips receiving certain additional bonuses relating to a liquidity event, IPO or refinancing as such terms are defined in his employment agreement. Additionally, provided that Mr. Phillips is employed with us at the time, in the event of a change in control (as defined in his agreement), all then-unvested Equity Awards held by Mr. Phillips would become fully vested. As a condition to our obligation to pay Mr. Phillip’s severance, he must execute and deliver the general release attached to his employment agreement within sixty (60) days following the date of his termination.

Mr. Phillips is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and for one year after his termination date, Mr. Phillips covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, licensor, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Mr. Phillips’ Employment Agreement.

 

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Executive Employment Agreement with Kevin Samuelson

Executive Employment Agreement. We have entered into an Executive Employment Agreement, effective as of July 12, 2016 (the Effective Date), with Kevin Samuelson, pursuant to which Mr. Samuelson serves as our Chief Financial Officer. The employment term commenced on the Effective Date and continues until the fifth anniversary of the Effective Date unless earlier terminated pursuant to Mr. Samuelson’s employment agreement. Mr. Samuelson’s employment agreement will automatically be extended for an additional 12 months unless we or Mr. Samuelson provide notice of a desire not to renew the agreement 90 days prior to its termination date.

Mr. Samuelson will be entitled to receive an annual base salary of $600,000 and to such increases as may be determined by the Board from time to time. Mr. Samuelson will also be eligible to earn an annual cash bonus of up to $1,600,000 based on his achievement of certain performance targets to be determined by the Board. In addition, Mr. Samuelson will be entitled to receive 750,000 Class C Units of Infor Enterprise Applications LP, an affiliate of the Company, on or promptly after the Effective Date. Mr. Samuelson will be entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to other officers.

If Mr. Samuelson resigns or otherwise voluntarily terminates his employment other than for “good reason” (as defined in his employment agreement) during the term of the agreement or his employment is terminated by us with “cause” (as defined in his employment agreement), Mr. Samuelson will be entitled to only his base salary and other non-forfeitable, vested benefits that have accrued but not yet been paid as of the date of such resignation or termination.

If Mr. Samuelson’s employment is terminated by us without “cause” or by Mr. Samuelson for “good reason” (in each case as defined in his employment agreement), Mr. Samuelson will be entitled to an amount equal to 18 months of Mr. Samuelson’s then-current base salary plus $18,000, payable in equal monthly installments over an 18-month period immediately following Mr. Samuelson’s termination. As a condition to our obligation to pay Mr. Samuelson’s severance, he would be required to execute and deliver a general release within 60 days following the date of his termination.

The Employment Agreement requires Mr. Samuelson to not disclose our confidential information during his employment term and thereafter and includes non-compete and non-solicitation agreements customary for agreements of this type, which cover his term of employment and the following 12 months. We also entered into an indemnity agreement with Mr. Samuelson in connection with his becoming an executive officer.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Mr. Samuelson’s Employment Agreement.

Executive Employment Agreement with Jeffrey Laborde

Effective as of July 12, 2016, Mr. Laborde was no longer our Chief Financial Officer. In connection with Mr. Laborde’s departure as Chief Financial Officer, he agreed to serve as a consultant to Infor and its affiliates for a period of 18 months following his departure in order to assist with the orderly transition of the Chief Financial Officer duties. As consideration, Mr. Laborde will be entitled to receive a one-time fee of $500,000 in the event of a sale of our affiliate Infor Enterprise Applications, LP during the 18-month consulting period. As a condition to his receiving the one-time fee, Mr. Laborde would be required to execute and deliver a general release of claims to Infor. Mr. Laborde will continue to be subject to the confidentiality, non-compete and non-solicitation provisions of his employment agreement during the consulting period, among other things. The consulting agreement does not modify or terminate Mr. Laborde’s vested incentive units or his indemnification agreement with the Company. Mr. Laborde’s unvested incentive units have been forfeited and cancelled.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the consulting agreement.

Executive Employment Agreement. Prior to Mr. Laborde’s departure, we had entered into an Executive Employment Agreement, effective as of June 26, 2015 (the Effective Date), with Jeffrey Laborde, pursuant to which Mr. Laborde served as our Chief Financial Officer.

Mr. Laborde was entitled to receive an annual base salary of $450,000 and was entitled to such increases in his annual base salary as may be determined by the Board in its discretion. During each fiscal year, he was entitled to earn an annual bonus in the amount of (i) up to $500,000, upon the achievement of annual plan goals and (ii) up to an additional $700,000, upon the achievement of annual stretch goals established at the sole discretion of the board of directors (the Topco Board) of Infor Topco GP, Inc. Mr. Laborde received 400,000 Class C Units of Infor Enterprise (priced at fair market value as of the date of grant), subject to certain terms and conditions.

In fiscal 2016, we reimbursed Mr. Laborde $85,961 for the reasonable and documented out-of-pocket expenses incurred by Mr. Laborde in connection with his relocation and for temporary living expenses.

 

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Mr. Laborde was also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other executive officers. We also agreed to indemnify Mr. Laborde in connection with his capacity as our officer.

Mr. Laborde was also subject to a covenant not to disclose our confidential information during his employment term and at all times thereafter, and during his employment term and for one year thereafter, Mr. Laborde covenants not to compete with us, not to interfere or disrupt the relationships we have with any supplier, licensee, licensor, customer or other person having a business relationship with the Company and not to solicit or hire any of our employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Mr. Laborde’s Employment Agreement.

Executive Employment Agreement with Nicole Anasenes

Resignation and Transition Letter. Effective as of June 26, 2015, Ms. Anasenes was no longer our Chief Financial Officer. Ms. Anasenes resigned to pursue opportunities, which were not competitive with our business, and not as a result of any disagreement with us on any matter relating to our operations, policies or practices. On June 26, 2015, the Company entered into a Resignation and Transition Letter Agreement (the Letter Agreement) with Ms. Anasenes, which provided for (i) the continuation of Ms. Anasenes’ service through August 31, 2015 (the Separation Date), (ii) Ms. Anasenes’ role in the transition of the Chief Financial Officer position, (iii) the transition of other Chief Financial Officer responsibilities, and (iv) certain transition benefits. The material terms of the Letter Agreement were as follows:

 

•

Between the date of the Letter Agreement and the Separation Date, Ms. Anasenes would use diligent efforts in providing consulting services to Infor and its affiliates in order to assist with the orderly transition of her Chief Financial Officer duties to those named by Infor to assume such responsibilities.

 

•

Infor would pay Ms. Anasenes a one-time fee in the amount of $75,000 for her consulting services payable in one lump sum on July 15, 2015.

 

•

Infor would pay and/or reimburse Ms. Anasenes the cost of COBRA premiums while she continued to serve as a consultant if she elected to continue coverage under Infor’s benefit plans under COBRA.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of the Letter Agreement.

Executive Employment Agreement. Prior to Ms. Anasenes’ resignation, we had entered into an Executive Employment Agreement, effective as of November 6, 2013, with Ms. Anasenes, pursuant to which Ms. Anasenes served as our Chief Financial Officer. Ms. Anasenes was entitled to receive an annual base salary of $450,000 and entitled to such increases in her annual base salary as may be determined by the Board in its discretion. Ms. Anasenes was also eligible to earn an annual cash incentive payment, the actual amount of the bonus to be determined by the Board pursuant to a bonus plan based on factors including, without limitation, Ms. Anasenes’ achievement of performance targets.

Ms. Anasenes was also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other executive officers. Ms. Anasenes was also eligible to receive certain additional restricted common equity awards with a market value equal to $2,000,000 as of the date of such grant, in the event of an IPO (as defined in her employment agreement) and additional restricted common equity awards with a market value equal to $2,000,000 upon the first anniversary following an IPO. We also agreed to indemnify Ms. Anasenes in connection with her capacity as our officer.

Ms. Anasenes was also subject to a covenant not to disclose our confidential information during her employment term and at all times thereafter, and during her employment term and for one year thereafter, Ms. Anasenes covenants not to compete with us, not to interfere or disrupt the relationships we have with any supplier, licensee, licensor, customer or other person having a business relationship with the Company and not to solicit or hire any of our employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Ms. Anasenes’ Employment Agreement.

Executive Employment Agreement with Duncan Angove

Executive Employment Agreement. We have entered into an Executive Employment Agreement, effective as of December 1, 2010, with Duncan Angove, pursuant to which Mr. Angove serves as our President, Products and Customer Service. The employment term is a five-year term. Unless either the Company or Mr. Angove provides notice of a desire not to renew 90 days prior to termination, the agreement will automatically be extended for an additional 12 months.

Mr. Angove is currently entitled to receive an annual base salary of $600,000 and entitled to such increases in his annual base salary as may be determined by the Board from time to time. With respect to the 2012 fiscal year and each full fiscal year during the employment term, Mr. Angove is also eligible to earn an annual cash incentive payment, the actual amount of the bonus to be determined by the Board pursuant to a bonus plan based on factors including, without limitation, Mr. Angove’s achievement of performance targets.

 

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Mr. Angove is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. Mr. Angove is also eligible to receive certain additional restricted common equity awards with a market value equal to $5,000,000 as of the date of such grant, in the event of an IPO (as defined in his employment agreement) and an additional restricted common equity award with a market value equal to $5,000,000 as of the date of such grant on the first anniversary following an IPO. We have also agreed to indemnify Mr. Angove in connection with his capacity as our officer.

If Mr. Angove resigns or otherwise voluntarily terminates his employment other than for “good reason” (as defined in his employment agreement) during the term of the agreement or his employment is terminated by us with “cause” (as defined in his employment agreement), Mr. Angove shall not be entitled to any salary bonuses, employee benefits or compensation after the termination of the employment period, and all rights to salary, bonuses, employee benefits and other compensation hereunder (if any) which would have accrued or become payable after the termination of the employment period shall cease upon termination, other than those already vested or otherwise required under applicable law (such as COBRA).

If Mr. Angove’s employment is terminated by us without “cause” or by Mr. Angove for “good reason” (in each case as defined in his employment agreement), Mr. Angove shall be entitled to (i) and amount equal to two years of Mr. Angove’s then-current base salary; (ii) two times the arithmetic mean of the annual, performance-based bonuses paid to Mr. Angove by the Company over the three preceding fiscal years (subject to certain adjustments); and (iii) the pro rata portion of the performance bonus Mr. Angove would have otherwise been entitled to for that fiscal year. Additionally, provided that Mr. Angove is employed with us at the time, in the event of a change in control (as defined in his agreement), all then-unvested Equity Awards held by Mr. Angove would become fully vested. As a condition to our obligation to pay Mr. Angove’s severance, he must execute and deliver the general release attached to his employment agreement within sixty (60) days following the date of his termination.

Mr. Angove is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and for one year after his termination date, Mr. Angove covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, licensor, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Mr. Angove’s Employment Agreement.

Executive Employment Agreement with Stephan Scholl

Executive Employment Agreement. We have entered into an Executive Employment Agreement, effective as of December 1, 2010 and amended as of January 13, 2012, with Stephan Scholl, pursuant to which Mr. Scholl currently serves as our President, Global Sales and Consulting. The employment term is a five-year term. Unless either the Company or Mr. Scholl provides notice of a desire not to renew 90 days prior to termination, the agreement will automatically be extended for an additional 12 months.

Mr. Scholl is currently entitled to receive an annual base salary of $600,000 and entitled to such increases in his annual base salary as may be determined by the applicable Board or compensation committee from time to time. With respect to the 2012 fiscal year and each full fiscal year during the employment term, Mr. Scholl is also eligible to earn an annual cash incentive payment, the actual amount of the bonus to be determined by the Board pursuant to a bonus plan based on factors including, without limitation, Mr. Scholl’s achievement of performance targets.

Mr. Scholl is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other officers. Mr. Scholl is also eligible to receive certain additional restricted common equity awards with a market value equal to $5,000,000 as of the date of such grant, in the event of an IPO (as defined in his employment agreement) and an additional restricted common equity award with a market value equal to $5,000,000 as of the date of such grant on the first anniversary following an IPO. We have also agreed to indemnify Mr. Scholl in connection with his capacity as our officer.

If Mr. Scholl resigns or otherwise voluntarily terminates his employment other than for “good reason” (as defined in his employment agreement) during the term of the agreement or his employment is terminated by us with “cause” (as defined in his employment agreement), Mr. Scholl shall not be entitled to any salary bonuses, employee benefits or compensation after the termination of the employment period, and all rights to salary, bonuses, employee benefits and other compensation hereunder (if any) which would have accrued or become payable after the termination of the employment period shall cease upon termination, other than those already vested or otherwise required under applicable law (such as COBRA).

If Mr. Scholl’s employment is terminated by us without “cause” or by Mr. Scholl for “good reason” (in case each as defined in his employment agreement), Mr. Scholl shall be entitled to (i) an amount equal to two years of Mr. Scholl’s then-current base salary; (ii) two times the arithmetic mean of the annual, performance-based bonuses paid to Mr. Scholl by the Company over the three preceding fiscal years (subject to certain adjustments); and (iii) the pro rata portion of the performance bonus Mr. Scholl would have otherwise been entitled to for that fiscal year. Additionally, provided that Mr. Scholl is employed with us at the time, in the event of a change in control (as defined in his agreement), all then-unvested Equity Awards held by Mr. Scholl would become fully vested. As a condition to our obligation to pay Mr. Scholl’s severance, he must execute and deliver the general release attached to his employment agreement within sixty (60) days following the date of his termination.

 

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Mr. Scholl is also subject to a covenant not to disclose our confidential information during his employment term, and at all times during his employment term and for one year after his termination date, Mr. Scholl covenants not to compete with us, not to interfere or disrupt the relationships we have with any joint venture party, licensor, supplier or other person having a business relationship with the Company, not to solicit or hire any of our employees and not to publish or make any disparaging statements about us or any of our directors, officers or employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Mr. Scholl’s Employment Agreement.

Executive Employment Agreement with Pam Murphy

Executive Employment Agreement. We have entered into an Amended and Restated Employment Agreement, effective as of January 25, 2012, with Pam Murphy, pursuant to which Ms. Murphy serves as our Chief Operating Officer. The employment term continues through December 1, 2015. Unless either the Company or Ms. Murphy provides notice of a desire not to renew at least 90 days prior to the termination date, the agreement will automatically be extended for an additional 12 months. The agreement provides either party with the option to terminate the employment agreement at any time, with or without cause, subject to the severance provisions discussed below.

Ms. Murphy is currently entitled to receive an annual base salary of $500,000 and entitled to such increases in her annual base salary as may be determined by the Board in its discretion. Ms. Murphy is also eligible to earn an annual cash incentive payment, the actual amount of the bonus to be determined by the Board pursuant to a bonus plan based on factors including, without limitation, Ms. Murphy’s achievement of performance targets.

Ms. Murphy is also entitled to participate in our employee benefit plans on the same basis as those benefits are generally made available to our other executive officers. Ms. Murphy is also eligible to receive certain additional restricted common equity awards with a market value equal to $2,000,000 as of the date of such grant, in the event of an IPO (as defined in her employment agreement) and additional restricted common equity awards with a market value equal to $2,000,000 upon the first anniversary following an IPO. We have also agreed to indemnify Ms. Murphy in connection with her capacity as our officer.

If Ms. Murphy resigns or otherwise voluntarily terminates her employment other than for “good reason” (as defined in her employment agreement) during the term of the agreement or her employment is terminated by us with “cause” (as defined in her employment agreement), Ms. Murphy shall not be entitled to any salary bonuses, employee benefits or compensation after the termination of the employment period, and all rights to salary, bonuses, employee benefits and other compensation hereunder (if any) which would have accrued or become payable after the termination of the employment period shall cease upon termination, other than those already vested or otherwise required under applicable law (such as COBRA).

If Ms. Murphy’s employment is terminated by us without “cause” or by Ms. Murphy for “good reason” (in each case as defined in her employment agreement), then Ms. Murphy shall be entitled to an amount equal to one year of her then-current base salary, conditioned on her compliance with the restrictive covenants and the execution and non-revocation of the general release attached to her employment agreement within sixty (60) days following the date of her termination. In the event that such termination of employment occurs prior to a “change in control” or more than two years following a “change in control,” such severance will be payable in equal monthly installments over a twelve month period. In the event that a termination of employment occurs within two years following a “change in control,” Ms. Murphy’s severance payments will be payable in a lump sum on the sixtieth day following the date of termination. Additionally, provided that Ms. Murphy is employed with us at the time, in the event of a change in control (as defined in his agreement), all then-unvested Equity Awards held by Ms. Murphy would become fully vested.

Ms. Murphy is also subject to a covenant not to disclose our confidential information during her employment term and at all times thereafter, and during her employment term and for one year thereafter, Ms. Murphy covenants not to compete with us, not to interfere or disrupt the relationships we have with any supplier, licensee, licensor, customer or other person having a business relationship with the Company and not to solicit or hire any of our employees.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the form of Ms. Murphy’s Employment Agreement.

 

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Payments upon Termination or Change of Control

The following table presents payments payable upon termination or change of control for our fiscal 2016 named executive officers:

 

														Change in				Change in
														Control on				Control on
														4/30/2016				4/30/2016				Change in
														(Without				(Without				Control and
														Termination of				Termination of				Involuntary Not
						Involuntary Not				Voluntary				Employment and				Employment and				For Cause
		Death or				For Cause				Termination for				Successor				Successor				Termination or
		Disability on				Termination on				Good Reason on				Assumes Stock				Cancels Stock				Voluntary
		4/30/2016 and No				4/30/2016 and No				4/30/2016 and No				Options,				Options,				Termination For
		Change in				Change in				Change in				Restricted Stock				Restricted Stock				Good Reason on
		Control				Control				Control				and RSU’s)				and RSU’s)				4/30/2016
Name		($)				($)				($)				($)				($)				($)
Charles Phillips
Severance and Termination Payments			—				2,380,000				2,380,000				—				—				2,380,000
Vested Equity Award Payments			—				—				—				34,564,194				34,564,194				34,564,194
Total			—				2,380,000				2,380,000				34,564,194				34,564,194				36,944,194
Jeffrey Laborde
Severance and Termination Payments			—				450,000				450,000				—				—				450,000
Vested Equity Award Payments			—				—				—				—				—				—
Total			—				450,000				450,000				—				—				450,000
Duncan Angove
Severance and Termination Payments			—				1,720,000				1,720,000				—				—				1,720,000
Vested Equity Award Payments			—				—				—				18,641,125				18,641,125				18,641,125
Total			—				1,720,000				1,720,000				18,641,125				18,641,125				20,361,125
Stephan Scholl
Severance and Termination Payments			—				1,720,000				1,720,000				—				—				1,720,000
Vested Equity Award Payments			—				—				—				18,641,125				18,641,125				18,641,125
Total			—				1,720,000				1,720,000				18,641,125				18,641,125				20,361,125
Pam Murphy
Severance and Termination Payments			—				500,000				500,000				—				—				500,000
Vested Equity Award Payments			—				—				—				7,150,239				7,150,239				7,150,239
Total			—				500,000				500,000				7,150,239				7,150,239				7,650,239

 

		Cash				Equity				Total
Named Executive Officer		($)				($)				($)
Charles Phillips			2,380,000				34,564,194				36,944,194
Jeffrey Laborde			450,000				—				450,000
Duncan Angove			1,720,000				18,641,125				20,361,125
Stephan Scholl			1,720,000				18,641,125				20,361,125
Pam Murphy			500,000				7,150,239				7,650,239

 

						Payments In
		Severance				Lieu of Benefits				Outplacement				Pro-Rata
		Payment				Continuation				Assistance				Bonus				Total Cash
Named Executive Officer		($)				($)				($)				($)(1)				($)
Charles Phillips			2,380,000				—				—				—				2,380,000
Jeffrey Laborde			450,000				—				—				—				450,000
Duncan Angrove			1,720,000				—				—				—				1,720,000
Stephan Scholl			1,720,000				—				—				—				1,720,000
Pam Murphy			500,000				—				—				—				500,000

 

 

(1)	Bonuses included in severance payment column

 

		Single Trigger				Double Trigger
Named Executive Officer		($)				($)
Charles Phillips			34,564,194				2,380,000
Jeffrey Laborde			—				450,000
Duncan Angrove			18,641,125				1,720,000
Stephan Scholl			18,641,125				1,720,000
Pam Murphy			7,150,239				500,000

 

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Treatment of Equity Interests in Potential Post-Employment Payments

Upon the termination of the executive’s employment with the Company for any reason whatsoever, (a) all unvested Equity Awards held by the executive as of the termination date shall expire and be immediately forfeited and canceled in their entirety as of the termination date, and (b) all vested Equity Awards held by the executive shall remain outstanding. Some vested Equity Awards may be subject to repurchase by the Company (i) at cost, in the case of the executive’s termination for “cause,” resignation or executive’s violation of certain covenants not to compete with the Company, or (ii) at the then-current fair market value, in the case of executive’s termination without “cause,” death or disability. For certain of the named executive officers, however, the Company has waived its repurchase rights with respect to such executive’s Equity Awards.

Directors Compensation

Infor, Inc.

 

														Non-Equity
		Fees Earned				Stock				Option				Incentive Plan				All Other
		or Paid in Cash				Awards				Awards				Compensation				Compensation				Total
Name		($)				($)				($)				($)				($)				($)
Jim Schaper			—				705,000	(1)			—				—				501,995	(2)			1,206,995
David Dominik			—				—				—				—				—				—
Prescott Ashe			—				—				—				—				—				—
Stewart Bloom			—				—				—				—				—				—
C.J. Fitzgerald			—				—				—				—				—				—
Rishi Chandna			—				—				—				—				—				—

 

 

(1)

MIU awards for Class C Units originally granted May 31, 2012, which vested 50.0% upon grant, 35.0% on December 31, 2013 and 15.0% on December 31, 2014. Modified on January 10, 2016, to allow Mr. Schaper to put certain related shares to the Company at a premium over fair value on July 30, 2016 and January 10, 2017. This amount reflects the incremental fair value at the modification date of January 10, 2016.

(2)	Mr. Schaper’s compensation includes $482,500 salary earned during fiscal 2016, $13,674 estimated value of personal use of the Company’s  aircraft,  $3,421  in  reimbursements  for  personal  estate  and  financial  planning,  and  $2,400  in  Company matching 401(k) contributions.

Compensation Committee Report

Our Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for 2016. This report is provided by the following directors, as members of the Compensation Committee:

 

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, no member of the Compensation Committee was an officer or employee of the Company, was a former officer of the Company, nor had a relationship with the Company requiring disclosure as a related party transaction under Item 404 of Regulation S-K, except for Mr. Schaper, who is an employee of the Company but was not involved in a relationship requiring disclosure as a related person transaction pursuant to Item 404 of Regulation S-K under the Exchange Act or as an interlocking executive officer/director pursuant to Item 407(e)(4)(iii) of Regulation S-K under the Exchange Act. None of the Company’s executive officers served on the compensation committee or board of directors of another entity whose executive officer(s) served as a director of the Company or on the Compensation Committee.

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of July 15, 2016, certain information with respect to the beneficial ownership of the Common Stock of the Company by each shareholder who is known to us to beneficially own more than 5% of the outstanding shares, each director, each fiscal 2016 named executive officer listed in the Summary Compensation Table and all of our fiscal 2016 executive officers and directors as a group.

 

		Number of				Percent of
		Shares of Stock				Common
Name of Beneficial Holder		Owned				Stock
Golden Gate Capital (1)			783				78.3	%
Summit Partners (2)			214				21.4	%
David Dominik (3)			783				78.3	%
Prescott Ashe (3)			783				78.3	%
Rishi Chandna (3)			783				78.3	%
C.J. Fitzgerald (4)			214				21.4	%
Jim Schaper (5)			—				—
Charles Phillips (6)			—				—
Kevin Samuelson			—				—
Jeffrey Laborde (7)			—				—
Nicole Anasenes			—				—
Duncan Angove (8)			—				—
Stephan Scholl (9)			—				—
Pam Murphy (10)			—				—
Stewart Bloom			—				—
All Directors and Officers (3)(4)			997				99.7	%

 

 

(1)

Shares beneficially owned by funds affiliated with Golden Gate Capital as follows: (i) 1,306,980.25 Class A Units of Infor Enterprise and 12,826,768.96 Class B Units of Infor Enterprise held, directly or indirectly, by Golden Gate Capital Opportunity Fund, L.P., Golden Gate Capital Opportunity Fund-A, L.P., GGCOF Third-Party Co-Invest, L.P., GGCOF Executive Co-Invest, L.P., and GGCOF IRA Co-Invest L.P., (ii) 25,839,419.72 Class B Units of Infor Enterprise held by SoftBrands Holdings, LLC, of which investment funds affiliated with Golden Gate Capital hold 99.48% of the outstanding voting securities, (iii) 25,034,619.74 Class D Units of Infor Enterprise held by Infor Global Solutions Parent Ltd., of which investment funds affiliated with Golden Gate Capital hold, directly or indirectly, approximately 91.03% of the outstanding voting securities, and (iv) 1,908,784 Preferred Units of Infor Enterprise held, directly or indirectly, by Golden Gate Capital Opportunity Fund, L.P., Golden Gate Capital Opportunity Fund-A, L.P., GGCOF Third-Party Co-Invest, L.P., GGCOF Executive Co-Invest, L.P., and GGCOF IRA Co-Invest L.P. The address of Golden Gate Capital is One Embarcadero Center, 39th Floor, San Francisco, California 94111. Each of Messrs. Dominik and Ashe serves as a managing director of Golden Gate Capital and may share voting and dispositive power over units held by funds affiliated with Golden Gate Capital. Each of Messrs. Dominik and Ashe disclaims beneficial ownership of these securities, except to the extent of their pecuniary interest therein. Preferred Units of Infor Enterprise have no voting rights.

(2)

Shares beneficially owned by entities affiliated with and advised by Summit Partners as follows: (i) 15,392,122.75 Class B Units of Infor Enterprise held by Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Partners Europe Private Equity Fund, L.P., Summit Investors I, LLC, and Summit Investors I (UK), L.P., (ii) 2,337,586.40 Class D Units of Infor Enterprise held by Infor Global Solutions Parent Ltd., of which investment funds affiliated with Summit Partners hold approximately 8.50% of the outstanding voting securities, and (iii) 757,216 Preferred Units of Infor Enterprise held, directly or indirectly, by Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Partners Europe Private Equity Fund, L.P., Summit Investors I, LLC, and Summit Investors I (UK), L.P. The address of Summit Partners and each of the other entities affiliated with and advised by Summit Partners is 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116. Summit Partners, through a two-person investment committee currently composed of Martin J. Mannion and Bruce R. Evans, has voting and dispositive authority over the units held by each of these entities and therefore beneficially owns such units and indirectly such shares. Preferred Units of Infor Enterprise have no voting rights.

(3)

Consists of the units listed in footnote (1) above, which are held by the funds affiliated with Golden Gate Capital. Each of Messrs. Dominik and Ashe serves as a managing director of Golden Gate Capital and Mr. Chandna serves as a principal of Golden Gate Capital and each may be deemed to share voting and dispositive power over units held by funds affiliated with Golden Gate Capital. Each of Messrs. Dominik, Ashe and Chandna disclaims beneficial ownership of these securities, except to the extent of their pecuniary interest therein.

(4)

Consists of the units listed in footnote (2) above, which are held by the entities affiliated with and advised by Summit Partners. Mr. Fitzgerald serves as a managing director of Summit Partners and a member of Summit Partners’ general partner and, as a result, may be deemed to beneficially own units held by such entities affiliated with and advised by Summit Partners. Mr. Fitzgerald disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

 

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(5)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Mr. Schaper does currently own 376,629 Class C Units of Infor Enterprise, which were granted to Mr. Schaper for no monetary consideration.

(6)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Mr. Phillips does currently own 1,327,350 Class C Units of Infor Enterprise, which were granted to Mr. Phillips for no monetary consideration.

(7)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Mr. Laborde does currently own 100,000 Class C Units of Infor Enterprise, which were granted to Mr. Laborde for no monetary consideration. Effective as of July 12, 2016, Mr. Laborde resigned from the Company and forfeited 300,000 unvested Class C Units.

(8)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Mr. Angove does currently own 715,865 Class C Units of Infor Enterprise, which were granted to Mr. Angove for no monetary consideration.

(9)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Mr. Scholl does currently own 715,865 Class C Units of Infor Enterprise, which were granted to Mr. Scholl for no monetary consideration.

(10)

Class C Units of Infor Enterprise have no voting rights. Accordingly, only holders of Class A Units, Class B Units and Class D Units of Infor Enterprise have voting and dispositive power, and therefore, beneficial ownership, with respect to shares of the Company. However, Ms. Murphy does currently own 306,744 Class C Units of Infor Enterprise, which were granted to Ms. Murphy for no monetary consideration.

Item 13. Certain Relationships and Related Transactions and Director Independence

Related Transactions

Infor Enterprise, an affiliate of the parent company of Infor, established an “Executive Liquidity Program,” which authorized the buy back from certain of our executives up to $120.5 million in MIUs. These MIUs are for Class C non-voting Units of Infor Enterprise. Pursuant to the Executive Liquidity Program, such executives were given a put option on certain of their MIUs, pursuant to which these MIUs would be sold to Infor Enterprise on predetermined dates. Throughout fiscal 2016, a total of 16 employees exercised put options on approximately 0.8 million MIUs, and Infor Enterprise paid a total of $20.9 million to repurchase such MIUs. Throughout fiscal 2015, a total of 19 employees exercised put options on approximately 1.9 million MIUs, and Infor Enterprise paid a total of $50.4 million to repurchase such MIUs. The payment of these equity distributions were funded primarily through Infor dividend distributions to Infor Enterprise.

Director Independence

The Company’s securities are not listed on any national securities exchange or in an automated inter-dealer quotation system of a national securities association which has requirements that a majority of its board of directors be independent, and it is not otherwise subject to any director independence requirements. In addition, the Company has not adopted its own standards of director independence. For purposes of this disclosure, the Company has reviewed the independence of its directors under the standards adopted by the New York Stock Exchange (the NYSE). The Company has determined that its directors are not independent under the NYSE standards. Under Rule 303A.00 of the NYSE Listing Standard, we would be considered a “controlled company” because more than 50% of our voting power is held by another company. Accordingly, even if we were a listed company on NYSE, we would not be required to maintain a majority of independent directors on the Board.

 

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Item 14. Principal Accounting Fees and Services

For the fiscal years ended April 30, 2016 and 2015, PricewaterhouseCoopers LLP (PwC) served as our independent registered public accounting firm. The following table presents the aggregate professional fees incurred for audit and audit-related services rendered by PwC during fiscal 2016 and 2015, respectively.

 

Service Type		Fiscal 2016				Fiscal 2015
Audit Fees (1)		$	5,589,164			$	5,457,511
Audit-Related Fees (2)			530,200				17,075
Tax Fees (3)			57,001				136,094
All Other Fees (4)			10,919				51,531
Total		$	6,187,284			$	5,662,211

 

 

(1)	Consists of fees incurred for the integrated audit of our consolidated financial statements, audits of our statutory financial statements, and review of our interim financial statements.

(2)	Consists of fees incurred for acquisition due diligence services, services related to regulatory matters and other audit related services.

(3)	Consists of fees incurred for tax compliance, international tax planning and tax advisory services.

(4)	Consists of fees incurred for a subscription to an accounting and reporting library, consultation on defined benefit plans, VAT tax rate service and training.

The Audit Committee, after a review and discussion with PwC of the preceding information, determined that the provision of these services was compatible with maintaining PwC’s independence.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee adopted pre-approval policies and procedures for audit and non-audit services in July 2012. Since the date of adoption, the Audit Committee has approved all of the services performed by PwC.

PART IV

Item 15. Exhibits and Financial Statement Schedules

 

(a)

Documents filed as part of this report:

 

3.

Exhibits.

The Index to Exhibits attached to this report is incorporated by reference herein.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

		INFOR, INC.
Dated: July 22, 2016		By:		/s/ KEVIN SAMUELSON
				Kevin Samuelson
				Chief Financial Officer
				(principal financial officer)

 

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INDEX TO EXHIBITS (ITEM 15(a) 3)

 

Number		Description
3.1(1)		Second Amended and Restated Certificate of Incorporation of Infor, Inc.
3.2(1)		Amended and Restated By-Laws of Infor, Inc.
4.1(2)		Indenture, dated as of April 1, 2015, among Infor (US), Inc., each of the guarantors party thereto and Wilmington Trust, National Association, as trustee.
4.2(2)		Form of 6.500% Senior Notes due 2022 (included as Exhibit A-1 to Indenture, dated as of April 1, 2015, Exhibit 4.1 above).
4.3(2)		Form of 5.750% Senior Notes due 2022 (included as Exhibit A-2 to Indenture, dated as of April 1, 2015, Exhibit 4.1 above).
4.4(2)		Registration Rights Agreement, dated April 1, 2015, by and among Infor (US), Inc., the guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the several dollar notes initial purchasers named therein, and Merrill Lynch International, on behalf of itself and as representative of the several euro notes initial purchasers named therein.
4.5(3)		Registration Rights Agreement, dated April 23, 2015, by and among Infor (US), Inc., the guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative of the several initial purchasers named therein.
4.6(4)		Indenture, dated as of August 25, 2015, among Infor (US), Inc., each of the guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent.
4.7		Form of 5.750% First Lien Senior Secured Notes due 2020 (included as Exhibit A to Exhibit 4.6).
10.1(5)		Credit Agreement, dated as of April 5, 2012, between Infor, Inc. (formerly GGC Software Holdings, Inc.), Infor (US), Inc. (formerly Lawson Software, Inc.), the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent.
10.2(5)		Refinancing Amendment No. 1, dated September 27, 2012, between Infor, Inc., Infor (US), Inc., the Additional Refinancing Lenders party thereto and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc. (formerly GGC Software Holdings, Inc.), Infor (US), Inc. (formerly Lawson Software, Inc.), the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent.
10.3(6)		Amendment No. 2, dated June 3, 2013, between Infor, Inc., Infor (US), Inc., the existing Lenders party thereto, the Additional Refinancing Lenders party thereto and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc. (formerly GGC Software Holdings, Inc.), Infor (US), Inc. (formerly Lawson Software, Inc.), the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended.
10.4(7)		Amendment No. 3, dated October 9, 2013, between Infor, Inc., Infor (US), Inc., and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended.
10.5(8)		Amendment No. 4, dated January 2, 2014, between Infor, Inc., Infor (US), Inc., the existing Lenders party thereto, the Additional Refinancing Lenders party thereto and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended.
10.6(9)		Amendment No. 5, dated January 31, 2014, between Infor, Inc., Infor (US), Inc., the existing Revolving Lenders party thereto, the Issuing Bank, the Swingline Lender and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended.
10.7(10)		Amendment No. 6, dated April 22, 2014, between Infor, Inc., Infor (US), Inc., and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended.
10.8(11)		Infor Enterprise Applications, LP Agreement of Limited Partnership, dated as of April 5, 2012.
10.9(11)		Infor Enterprise Applications, LP Form of Management Incentive Unit Subscription Agreement.
10.10(11)		Employment Agreement, dated October 19, 2010, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Charles E. Phillips, Jr.
10.11(11)		Employment Agreement, dated December 1, 2010, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Duncan Angove.
10.12(11)		Employment Agreement, dated December 1, 2010, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Stephan Scholl.
10.13(11)		Amendment to Employment Agreement, dated January 13, 2012, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Stephan Scholl.
10.14(11)		Second Amendment to Employment Agreement, dated May 1, 2013, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Stephan Scholl.
10.15(11)		Amended and Restated Employment Agreement, dated January 25, 2012, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and Pam Murphy.
10.16(11)		Amended and Restated Employment Agreement, dated December 6, 2010, between Infor Global Solutions (Michigan), Inc., a Michigan corporation, and C. James Schaper.

 

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Number		Description
10.17(12)		Amendment to Amended and Restated Employment Agreement, dated June 27, 2014, between Infor (US), Inc., a Delaware corporation, and C. James Schaper.
10.18(13)		Employment Agreement, dated June 26, 2015, between Infor (US), Inc., a Delaware corporation, and Jeffrey Laborde.
10.19(14)		Second Amended and Restated Employment Agreement, dated January 16, 2016, between Infor (US), Inc., a Delaware corporation, and C. James Schaper.
10.20(15)		Agreement and Plan of Merger, dated August 10, 2015, between Infor (US), Inc., GT Topco, LLC, Apollo Acquisition Sub, Inc., GT Nexus, Inc. and Warburg Pincus Equity Partners Liquidating Trust.
10.21(15)		Form of Stock Rollover and Equity Purchase Agreement, dated as of August 10, 2015, by and among GT Topco, LLC, Infor (US), Inc., and the other parties thereto.
10.22(17)		Employment Agreement, dated July 12, 2016, between Infor (US), Inc., a Delaware corporation, and Kevin Samuelson.
10.23(18)		Transition Consulting Letter Agreement, dated July 15, 2016, between Infor (US), Inc., a Delaware corporation, and Jeffrey M. Laborde.
12.1(16)		Statement of Computation of Ratio of Earnings to Fixed Charges
21.1(16)		Subsidiaries of Infor, Inc.
24.1(16)		Powers of Attorney (included on signature page)
31.1(18)		Certification Pursuant to Section 302 of Sarbanes-Oxley Act— Charles E. Phillips, Jr.
31.2(18)		Certification Pursuant to Section 302 of Sarbanes-Oxley Act— Kevin Samuelson
31.3(16)		Certification Pursuant to Section 302 of Sarbanes-Oxley Act— Charles E. Phillips, Jr.
31.4(16)		Certification Pursuant to Section 302 of Sarbanes-Oxley Act— Jeffrey M. Laborde
32.1(16)		Certification Pursuant to Section 906 of Sarbanes-Oxley Act— Charles E. Phillips, Jr.
32.2(16)		Certification Pursuant to Section 906 of Sarbanes-Oxley Act— Jeffrey M. Laborde
101.INS (16)		XBRL Instance Document.
101.SCH (16)		XBRL Taxonomy Extension Schema.
101.CAL (16)		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF (16)		XBRL Taxonomy Definition Linkbase.
101.LAB (16)		XBRL Taxonomy Extension Label Linkbase.
101.PRE (16)		XBRL Taxonomy Extension Presentation Linkbase.

 

Interactive Data Files pursuant to Rule 405 of Regulation S-T. The following unaudited financial statements from Infor, Inc.’s Annual Report on Form 10-K for the fiscal year ended April 30, 2016, formatted in eXtensible Business Reporting Language (XBRL) - furnished not filed herewith:

 

i.	Consolidated Balance Sheets at April 30, 2016 and 2015,

ii.	Consolidated Statements of Operations for the fiscal year ended April 30, 2016, the 11 months ended April 30, 2015 and 2014, and the fiscal year ended May 31, 2014,

iii.	Consolidated Statements of Comprehensive Income (Loss) for the fiscal year ended April 30, 2016, the 11 months ended April 30, 2015 and 2014, and the fiscal year ended May 31, 2014,

iv.	Consolidated Statements of Stockholders’ Deficit and Redeemable Noncontrolling Interests for the fiscal year ended April 30, 2016, the 11 months ended April 30, 2015 and 2014, and the fiscal year ended May 31, 2014,

v.	Consolidated Statements of Cash Flows for the fiscal year ended April 30, 2016, the 11 months ended April 30, 2015 and 2014, and the fiscal year ended May 31, 2014, and

vi.	Notes to Consolidated Financial Statements.

 

(1)	Incorporated by reference to the Form S-4 filed on August 23, 2012.

(2)	Incorporated by reference to the Form 8-K filed on April 6, 2015.

(3)	Incorporated by reference to the Form 8-K filed on April 27, 2015.

(4)	Incorporated by reference to the Form 8-K filed on August 27, 2015.

(5)	Incorporated by reference to the Form 8-K filed on October 1, 2012.

(6)	Incorporated by reference to the Form 10-K filed on August 2, 2013.

(7)	Incorporated by reference to the Form 10-Q filed on January 10, 2014.

(8)	Incorporated by reference to the Form 8-K Filed on January 6, 2014.

(9)	Incorporated by reference to the Form 8-K filed on February 4, 2014.

(10)	Incorporated by reference to the Form 8-K filed on April 23, 2014.

(11)	Incorporated by reference to the Form 10-K/A filed on August 29, 2013.

(12)	Incorporated by reference to the Form 10-K filed on July 28, 2014.

(13)	Incorporated by reference to the Form 10-K/A filed on July 24, 2015.

(14)	Incorporated by reference to the Form S-4 filed on January 25, 2016.

(15)	Incorporated by reference to the Form 10-Q filed on September 3, 2015.

(16)	Previously furnished or filed with the Company’s Form 10-K for fiscal 2016 filed on June 23, 2016.

 

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(17)	Incorporated by reference to the Form 8-K filed on July 15, 2016.

(18)	Filed herewith.

 

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