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)
May 26, 2011
INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
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State of Delaware
(State or other jurisdiction of
incorporation or organization)
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0-25871
(Commission File Number)
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77-0333710
(I.R.S. Employer
Identification Number) |
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices)
(650) 385-5000
(Registrants 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 filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Amendment of 2009 Equity Incentive Plan
On May 26, 2011, Informatica Corporation held its Annual Meeting of Stockholders (the Annual
Meeting). At the Annual Meeting, the stockholders voted on and approved amendments to
Informaticas 2009 Equity Incentive Plan (the 2009 Plan) to (i) increase the number of shares of
Informaticas common stock reserved for issuance thereunder by 2,500,000 shares and (ii) increase
the ratio by which full value awards count against the share reserve to 2.37. The terms and
conditions of the 2009 Plan are described in Informaticas Proxy Statement dated April 12, 2011.
A copy of the amended 2009 Plan will be filed as an exhibit to Informaticas Quarterly Report on
Form 10-Q for the quarter ended June 30, 2011.
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders |
The information contained in Item 5.02 above is hereby incorporated by reference. At the Annual
Meeting, the stockholders voted on the following matters:
Proposal One Election of Directors. The following nominees were elected as Class II directors
for a term of three years or until their respective successors have been duly elected and
qualified.
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Broker |
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Nominee |
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For |
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Against |
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Abstain |
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Non-Votes |
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Mark A. Bertelsen |
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80,080,957 |
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13,672,264 |
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16,521 |
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5,468,952 |
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A. Brooke Seawell |
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87,418,205 |
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6,335,585 |
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15,952 |
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5,468,952 |
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Godfrey R. Sullivan |
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89,321,208 |
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4,432,013 |
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16,521 |
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5,468,952 |
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Informaticas Board of Directors is comprised of nine members who are divided into three classes
with overlapping three-year terms. The term of Informaticas Class I directors, Mark Garrett,
Gerald Held and Charles J. Robel, will expire at the 2013 annual meeting of stockholders. The term
of Informaticas Class III directors, Sohaib Abbasi, David W. Pidwell and Geoffrey W. Squire, will
expire at the 2012 annual meeting of stockholders.
Proposal Two Amendments to 2009 Equity Incentive Plan. The amendments to the 2009 Plan to (i)
increase the number of shares of Informaticas common stock reserved for issuance thereunder by
2,500,000 shares and (ii) increase the ratio by which full value awards count against the share
reserve to 2.37 were approved.
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Broker |
For |
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Against |
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Abstain |
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Non-Votes |
63,800,927
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29,951,928
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16,887
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5,468,952 |
Proposal Three Ratification of the Appointment of Independent Registered Public Accounting Firm.
The appointment of Ernst & Young LLP as Informaticas independent registered public accounting
firm for the fiscal year ending December 31, 2011 was ratified.
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For |
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Against |
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Abstain |
96,240,451
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2,948,681
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49,562 |
Proposal Four Advisory Vote on Executive Compensation. The stockholders cast their votes with
respect to the advisory vote on Informaticas executive compensation as follows:
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Broker |
For |
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Against |
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Abstain |
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Non-Votes |
89,642,701
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4,102,545
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24,496
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5,468,952 |
Proposal Five Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.
The stockholders cast their votes with respect to the advisory vote on the frequency of future
advisory votes on executive compensation as follows:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
87,160,420
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912,934
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5,679,556
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16,832 |