UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2008
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
Michigan 38-2007430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Campus Martius, Detroit, Michigan 48226-5099
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (313) 227-7300
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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:
|_| 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.
Compuware Corporation filed a Form 8-K to report an event which occurred on
April 30, 2008. Compuware is amending the Form 8-K to disclose a change in
executive compensation which was inadvertently omitted.
On April 30, 2008, the Board of Directors of Compuware Corporation (the
"Company") approved the recommendation by the Compensation Committee of the
Board to modify Compuware's Executive Incentive Plan ("EIP"). For fiscal year
2009, worldwide revenue will be replaced as one of the performance measures for
awards made under the EIP with total sales commitments, which is defined as the
sum of software license and maintenance contracts closed during the fiscal year,
professional services revenue, and application services revenue. The Board and
Committee believe that the Company's performance in a fiscal year is better
measured by using total sales commitments because that measure captures all
successful sales activity in a given fiscal year. The other performance measure
under the EIP will remain earnings per share. All other terms of the EIP will
remain the same.
On April 30, 2008, the Compensation Committee recommended and the Board approved
salary increases for various executives, including Robert Paul, who was promoted
from his position as President and Chief Operating Officer of the Covisint
division of the Company to President and Chief Operating Officer of the Company
effective April 1, 2008. Mr. Paul's salary will increase by $75,000 to $550,000,
effective April 1, 2008. The Compensation Committee recommended and the Board
also approved a salary increase of $150,000 for Peter Karmanos, Jr., the
Chairman and Chief Executive Officer. Mr. Karmanos' salary will be $1,200,000,
effective April 1, 2008. Mr. Karmanos did not receive a salary increase in
fiscal year 2008.
On April 30, 2008, the Compensation Committee recommended and the Board approved
the award of a discretionary bonus to certain management and key personnel of
the Company based on the Company's improved sales activity in fiscal year 2008.
The named executive officers from the Company's 2007 annual meeting proxy
statement will receive the following amounts:
Short-term Long-term
Officer Name and Position (a) (b)
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Peter Karmanos, Jr. Chairman of the Board and Chief Executive Officer $800,000 $400,000
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Laura L. Fournier, Senior Vice President and Chief Financial Officer (c) $400,000 $200,000
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Robert C. Paul, President and Chief Operating Officer, Covisint (d) $400,000 $200,000
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Henry A. Jallos, President and Chief Operating Officer, Products Division (e) -- --
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Thomas M. Costello, Jr. Senior Vice President, Secretary and General Counsel (f) -- --
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(a) The short-term portion of discretionary bonus will be paid out in May
or June of 2008.
(b) The long-term portion of the discretionary bonus will be paid out in
two years (the first fiscal quarter of 2010) provided that the named
executive officer remains employed with the Company.
(c) Ms. Fournier was promoted to Executive Vice President effective April
1, 2008.
(d) Mr. Paul was promoted to President and Chief Operating Officer of
Compuware Corporation effective April 1, 2008.
(e) Mr. Jallos left the Company in July 2007.
(f) Mr. Costello is no longer a named executive officer effective March
2008.
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.
May 16, 2008 COMPUWARE CORPORATION
By: /s/ Laura L. Fournier
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Laura L. Fournier
Executive Vice President
Chief Financial Officer