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Kenexa 8-K 2010

Documents found in this filing:

  1. 8-K
  2. 8-K
form8-k.htm

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 17, 2010

 
Kenexa Corporation
(Exact Name of Issuer as Specified in Charter)

     
Pennsylvania
(State or Other Jurisdiction of Incorporation or Organization)
000-51358
(Commission File Number)
23-3024013
(I.R.S. Employer Identification Number)

 
650 East Swedesford Road, Wayne, Pennsylvania
(Address of Principal Executive Offices)
19087
(Zip Code)

(610) 971-9171
(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 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
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under 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 February 17, 2010, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Kenexa Corporation (the “Company”) approved the following base salaries for 2010 for certain of the Company’s executive officers:  Rudy Karsan, Chief Executive Officer and Chairman of the Board, $500,000; Troy A. Kanter, President and Chief Operating Officer, $500,000; Donald F. Volk, Chief Financial Officer, $300,000; Archie L. Jones, Vice President of Business Development, $225,000; and Sarah Teten, Chief Customer Officer, $200,000.

The Compensation Committee of the Company also approved performance objectives for certain of the Company’s executive officers to be used in connection with evaluating performance and determining the annual bonus amounts payable to these officers for 2010 pursuant to the Company’s Executive Officer Bonus Program.  Mr. Karsan, Mr. Kanter and Mr. Volk’s bonuses are calculated based upon the non-GAAP income from operations results for the year. This measure is defined as GAAP income from operations adjusted for share-based compensation; amortization of intangibles associated with acquisitions, restructuring expense, legal fees associated with restructuring and goodwill impairment expense.  Mr. Jones’ bonus is based on revenue from acquisitions, approval of the Company’s 2011 budget and the number of new partnership deals he is responsible for.  Ms. Teten’s bonus is primarily related to customer sign offs from willingness to give references and reducing the implementation time of our solutions by 25%.  The executive officer earns his or her maximum bonus if the Company reaches its upper target threshold. If the target falls between the lower and upper threshold, the named executive officer will earn a bonus as determined based on linear interpolation. The maximum performance bonus amounts for these executive officers for 2010 pursuant to the Company’s Executive Officer Bonus program are as follows:  Mr. Karsan, $475,000; Mr. Kanter, $475,000; Mr. Volk, $375,000; Mr. Jones, $250,000; and Ms. Teten, $240,000.

Each of Mr. Karsan, Mr. Kanter, Mr. Volk, Mr. Jones and Ms. Teten also participates in the company-wide IMM Bonus program. The IMM is an index calculated based upon new sales contracts, sales to large customers, income as a percentage of sales and renewal rates. The index for Mr. Karsan, Mr. Kanter, Mr. Volk and Ms. Teten is set at a stretch level for maximum payout of $75,000, 90% of the stretch target attains a payout of $50,000 and 80% of the stretch target attains a payout of $25,000. The index for Mr. Jones is set at a stretch level for maximum payout of $50,000, 90% of the stretch target attains a payout of $33,000 and 80% of the stretch target attains a payout of $16,000. Below 80% of stretch target for each NEO equals zero payout.

On February 17, 2010, the Compensation Committee approved the grant of options to purchase shares of the Company’s common stock under the Company’s 2005 Equity Inventive Plan (the “Plan”) to the following executive officers and in the following amounts (the “Options”):  Mr. Karsan, options to purchase 100,000 shares of common stock; Mr. Kanter, options to purchase 100,000 shares of common stock; Mr. Volk, options to purchase 40,000 shares of common stock; Mr. Jones, options to purchase 10,000 shares of common stock; and Ms. Teten, options to purchase 10,000 shares of common stock.  Each option grant has an exercise price equal to $10.50, the closing price of the Company’s common stock on the Nasdaq Stock Market on February 17, 2010.   In addition, On February 17, 2010, the Compensation Committee approved the grant of restricted stock units to purchase shares of the Company’s common stock under the Plan to the following executive officers and in the following amounts (the “RSUs”):  Mr. Karsan, RSUs to purchase 30,000 shares of common stock; Mr. Kanter, RSUs to purchase 30,000 shares of common stock; and Mr. Volk, RSUs to purchase 10,000 shares of common stock.

Each Option and RSU, will become vested and exercisable as follows:  (i) one-fourth of such grant on February 19, 2011, (ii) one-fourth of such grant on February 19, 2012; (iii) one-fourth of such grant on February 19, 2013 and (iv) one-fourth of such grant on February 19, 2014.  Each executive will have until 10 years from the date of the grant to exercise any vested Option.  Vested RSUs will be delivered to the executive upon vesting.
 
 

 
 

 


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.
 
   
Date:  February 23, 2010
By:           /s/ Donald F. Volk                                                      
Donald F. Volk
Chief Financial Officer
 


 
 

 

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