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Form 8-K AUDIENCE INC For: Feb 18

February 24, 2015 4:25 PM EST

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2015

 

 

AUDIENCE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35528   91-2061537

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

331 Fairchild Drive

Mountain View, CA 94043

(Address of principal executive offices) (Zip code)

(650) 254-2800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensation Arrangements for 2015 and Equity Grants for Certain Executive Officers

On February 18, 2015, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Audience, Inc. (the “Company”) approved the 2015 compensation arrangements of certain executive officers of the Company. The 2015 compensation arrangements for such named executive officer are as follows:

 

Name   

Base Salary
for 2015

($)

    

Bonus Target
for 2015

(%)

 

Kevin S. Palatnik
Chief Financial Officer

     342,000         55   

The bonus detailed in the table above is under the Company’s 2012 Executive Incentive Compensation Plan (the “Plan”). Mr. Palatnik’s bonus will be funded based 40% on (A) the Company’s achievement of financial performance objectives with the key metrics being: (i) GAAP Revenue and (ii) Non-GAAP Operating Income, and 60% on (B) Mr. Palatnik’s achievement of individual performance objectives. The individual performance objectives will be set by the Company’s chief executive officer.

On February 18, 2015, the Compensation Committee approved the grants of stock options and restricted stock units (“RSUs” and together with stock options, the “Equity Grants”) to certain executive officers of the Company. The Equity Grants for such named executive officer are as follows:

 

Name    Number of
Shares Subject to
Stock Options
    

Stock Option per
Share Exercise
Price

($)

     Number of RSUs  

Kevin S. Palatnik
Chief Financial Officer

     78,000       $ 4.60         16,500   

The shares subject to the stock options listed in the table above began vesting on February 18, 2015. 1/48th of the shares subject to each option shall become vested and exercisable on each monthly anniversary of the date of the stock option grant, subject to the executive officer’s continuous status as a service provider. Each such stock option was granted under the Company’s Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”).

The RSUs listed in the table above began vesting on February 18, 2015. 12.5% of the RSUs listed in the table above will become vested on August 18, 2015 and 12.5% of the RSUs will vest every six months thereafter, subject to the executive officer’s continuous status as a service provider. The RSUs were granted under the 2011 Plan.


SIGNATURES

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

 

AUDIENCE, INC.
Date: February 24, 2015 By:

/s/ Craig Factor

Name: Craig Factor
Title: Vice President, General Counsel and Secretary


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