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):
December 14, 2009
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-27038
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94-3156479 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal
Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 565-5000
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2009, the Compensation Committee (the “Committee”) of the Board of Directors
of Nuance Communications, Inc. (the “Company”) approved compensation awards to be granted
pursuant to the Company Bonus Program for fiscal 2009, in the form of cash bonuses and
restricted stock units, to the following executive officers of the Company in the amounts set
forth below:
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Fiscal 2009 |
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Actual Bonus |
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Fiscal 2009 |
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Fiscal 2009 Actual |
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Amount |
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Target |
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Bonus Amount |
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Paid in Restricted |
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Total 2009 |
| Name and Title(1) |
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Bonus Amount(2) |
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Paid in Cash(3) |
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Stock Units(4) |
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Bonus Paid |
Paul A. Ricci
Chief Executive Officer |
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$ |
575,000 |
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$ |
550,000 |
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0 |
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$ |
550,000 |
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Thomas L. Beaudoin
Executive Vice
President and Chief
Financial Officer |
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$ |
210,000 |
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$ |
75,000 |
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8,881 |
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$ |
210,000 |
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Steven G. Chambers
Executive Vice
President Worldwide
Sales and Chief
Marketing Officer |
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$ |
250,000 |
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$ |
75,000 |
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11,513 |
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$ |
250,000 |
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Jeanne F. McCann
Executive Vice
President and General
Manager Healthcare
Division |
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$ |
180,000 |
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$ |
50,000 |
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4,934 |
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$ |
125,000 |
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Mr. Hunt does not participate in the Company’s Bonus Program for
fiscal 2009 but is eligible for commission-based compensation based
upon fiscal 2009 revenue targets. |
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The amounts reflected in this column represent the payout to each
executive officer if their fiscal 2009 bonus had been achieved at
100%. Bonuses for fiscal 2009 are to be paid out in a combination of
cash and restricted stock units, as further detailed in the above
table. |
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Cash bonus payments will be paid 50% on December 24, 2009 and 50% on
March 15, 2010, subject to continued employment. |
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The number of restricted stock units granted was calculated by
dividing the dollar value applicable to that portion of the equity
award by the closing price for the Company’s common stock as of
December 14, 2009, rounded down to the nearest whole share. The
restricted stock units will vest in full on March 14, 2010, subject to
continued employment. |
As previously disclosed, payments under the Company Bonus Program are based upon the Company’s
achievement of pre-established financial goals for the fiscal year; however, the Committee has the
discretion to approve bonus payments which are higher or lower than the target bonus amounts in the
event the Company under or over achieves these targets. For fiscal 2009, the Committee determined
that the performance of the Company in relation to the metrics described above would result in the
funding of the bonus pool at 50%. The Committee then exercised its discretion in finalizing the
appropriate bonus allocations for each of the aforementioned executive officers. Further details
regarding the Company’s compensation philosophy and the aforementioned awards are contained in the
Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on December 18, 2009.