UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 1, 2017
BAZAARVOICE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35433 | 20-2908277 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
10901 Stonelake Blvd.
Austin, Texas 78759
(Address of principal executive offices, including zip code)
(512) 551-6000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 1, 2017, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Bazaarvoice, Inc. (the “Company”) approved the Company’s executive bonus plan (the “2018 Bonus Plan”) for the Company’s fiscal year ending April 30, 2018 (“Fiscal Year 2018”). The 2018 Bonus Plan provides for the payment of cash bonuses to certain of the Company’s executive officers, including the Company’s principal executive officer, principal financial officer and named executive officers, based on performance measures and payout formulas determined by the Committee and targets for each performance measure established by the Board.
For each named executive officer participating in the 2018 Bonus Plan the total bonus opportunity will be based on the achievement of three corporate performance measures: SaaS net bookings, Adjusted EBITDA and advertising net revenue. For each named executive officer other than the Company’s Chief Revenue Officer, the SaaS net bookings measure represents 45% of the target bonus award, the Adjusted EBITDA measure represents 35% of the target bonus award, and the advertising net revenue measure represents 20% of the target bonus award. For the Company’s Chief Revenue Officer, the SaaS net bookings measure represents 50% of the target bonus award, the advertising net revenue measure represents 30% of the target bonus award, and the Adjusted EBITDA measure represents 20% of the target bonus award.
In addition, the payments for achievement of each corporate performance measure are subject to certain thresholds. The Company must meet minimum thresholds for each corporate performance measure in order for the named executive officers to receive the portion of the target bonus attributable to such corporate performance measure. Each named executive officer will be entitled to 45% of the target bonus portion attributable to the SaaS net bookings target upon achievement of 75% of the SaaS net bookings goal, 50% of the target bonus portion attributable to the advertising net revenue target upon achievement of 80% of the advertising net revenue goal, and 50% of the target bonus portion attributable to the Adjusted EBITDA target upon achievement of 80% if the Adjusted EBITDA goal.
The bonus amounts payable with respect to the SaaS net bookings, Adjusted EBITDA and advertising net revenue corporate performance measures, as applicable, may exceed the target bonus amounts attributable to such measures. The multipliers for each corporate performance measure are capped as set forth in the following table:
Corporate Performance Measure | Maximum Payout (% of Target Payout) | Achievement Required for Maximum Payout (% of Goal) | ||
SaaS Net Bookings (Each named executive officer other than the Chief Revenue Officer) | 150% | Over 120% | ||
SaaS Net Bookings (Chief Revenue Officer) | 200% | Over 150% | ||
Adjusted EBITDA | 150% | Over 120% | ||
Advertising Net Revenue (Each named executive officer other than the Chief Revenue Officer) | 150% | Over 120% | ||
Advertising Net Revenue (Chief Revenue Officer) | 200% | Over 145% | ||
No changes were made to base salaries and target bonuses for the Company’s principal executive officer, principal financial officer and named executive officers.
Actual bonus amounts paid to the named executive officers may be more or less than the target bonus amounts. The Committee has the discretion to award bonus amounts that differ for attainment of performance goals that fall above or below the specified goals.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BAZAARVOICE, INC. | ||||
By: | /s/ Kin Gill | |||
Kin Gill Chief Legal Officer, General Counsel and Secretary | ||||
Date: June 7, 2017