Bloomberg BNA’s Corporate Law & Accountability Report is available on the Corporate Law Resource Center. This news service keeps corporate practitioners informed of legal developments of...
Sept. 12 — Citrix Systems Inc. agreed to limit the amount of stock awarded annually to directors, in a settlement approved by the Delaware Chancery Court Sept. 9 ( Calma v. Templeton, Del. Ch., No. 9579-CB, order and final judgment 9/9/16 ).
Under the settlement, Citrix agreed to amend its “Equity Incentive Plan” to cap the annual equity compensation awarded to each non-employee director at a value of $795,000. The amendments will be presented to stockholders for approval at Citrix's 2017 annual meeting.
The company also agreed to file enhanced disclosures on its director compensation practices, and clarify the responsibilities of its compensation committee.
The settlement resolved a 2014 lawsuit in which shareholder John Calma challenged Citrix's awards of restricted stock units to eight non-employee directors in 2011, 2012 and 2013.
In an April 2015 decision— Calma v. Templeton,2015 BL 125718—the chancery court rejected the defendants' argument that the lawsuit should be dismissed because the compensation plan was approved by shareholders. The court found the defendants couldn't rely on the shareholder ratification defense because the plan didn't set the specific compensation to be granted to non-employee directors or meaningful ceilings on potential pay (13 CARE 953, 5/8/15).
To contact the reporter on this story: Michael Greene in Washington at email@example.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
Copyright © 2016 The Bureau of National Affairs, Inc. All Rights Reserved.
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)