TIBCO SOFTWARE INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Edgar Glimpses |

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 23, 2014, the Company announced that it will appoint Manuel Fernandez, age 68, to its Board of Directors, effective June 27, 2014.

Mr. Fernandez will receive compensation as a non-employee director in accordance with the Company's non-employee director compensation practices. In connection with the appointment, Mr. Fernandez received 22,500 restricted stock units with a grant date of June 27, 2014, which vest as to one-third of the award on each anniversary of the grant date such that the restricted stock units shall be fully vested on the third anniversary of the grant date. In addition, the Company will enter into its standard form of indemnification agreement for its officers and directors with Mr. Fernandez.

A copy of the press release entitled "Manuel Fernandez to Join TIBCO Software Board of Directors" is filed herewith as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with Mr. Fernandez's appointment described in Item 5.02(d), the Board of Directors amended the Company's Bylaws to increase the size of the Board of Directors from seven to eight, effective June 27, 2014.

The Company's Amended and Restated Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the amended Bylaws attached hereto.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description 3.1 Amended and Restated Bylaws of TIBCO Software Inc. 99.1 Press Release of TIBCO Software Inc. dated June 23, 2014. 2


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