SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 1, 2018 (February 1, 2018)
NUANCE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 1, 2018, the Board of Directors (“Board”) of Nuance Communications, Inc. (“Nuance”) increased the number of authorized directors from eight to nine members, and Mr. Sanjay Vaswani was appointed as a member of the Board with a term expiring at the 2018 annual meeting of stockholders. The Board has also nominated Mr. Vaswani for reelection at the 2018 annual meeting of stockholders. The Board expects to appoint Mr. Vaswani as a member of the Board’s Nominating & Governance Committee.
Mr. Vaswani will be eligible to receive compensation as outlined in the Company’s outside director compensation policies described in the Company’s most recent proxy statement dated January 26, 2018. Pursuant to this policy, the non-employee members of the Board are eligible to receive an annual cash retainer based on their general service on the Board and additional cash retainers for participation or serving as chairperson of certain committees of the Board. The Company’s outside directors are also eligible to receive equity awards under the Company’s 1995 Directors’ Stock Plan (the “Plan”). In connection with his election to the Board, Mr. Vaswani has been awarded an initial grant of restricted stock units having a value of $500,000 using the closing price on the date of grant under the Plan. This award will vest in approximately equal installments annually over a three-year period, subject to continued service through each vesting date. In addition, the non-employee members of the Board are eligible to automatically receive annual restricted stock unit awards on January 1 of each year having a value of $250,000 using the closing price on the date of grant, provided that, on such date, he or she has served on the Board for at least six months. The restricted stock unit awards have a purchase price per share equal to $0.001 per share. This annual award will vest as to 100% of the shares on the one-year anniversary of the date of grant, subject to continued service through such vesting date. Mr. Vaswani will first be eligible for an annual award on January 1, 2019 provided he is serving on the Board at that date. Finally, the Company reimburses its non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors.
In connection with Mr. Vaswani’s election, Mr. Vaswani entered into the Company’s standard indemnification agreement for directors and officers.
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.
NUANCE COMMUNICATIONS, INC.
Date: February 1, 2018
/s/ Kenneth M. Siegel
Kenneth M. Siegel
Executive Vice President and
Chief Legal Officer