Form 8-K - Current report

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 6, 2024

____________________

PEGASYSTEMS INC.

(Exact name of Registrant as specified in its charter)

____________________


Massachusetts	1-11859	04-2787865
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Main Street, Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 374-9600

(Registrant’s telephone number, including area code)

Not Applicable

(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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PEGA	NASDAQ Global Select Market

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Arrangements of Certain Officers

(e) On February 6, 2024, the Compensation Committee of the Board of Directors of Pegasystems Inc. (the “Company”) approved the 2024 Section 16 Officer/ALT Member Corporate Incentive Compensation Plan (the “Incentive Plan”) for the executive officers of the Company (the “Executive Officers”).

The Incentive Plan covers the period from January 1, 2024 through December 31, 2024 (the “Incentive Period”). The Incentive Plan is designed to establish a pool of funds to be available for making bonus payments to the Executive Officers if the Company achieves certain performance goals (the “Corporate Goals”) during the Incentive Period. For purposes of the Incentive Plan, the Corporate Goals consist of financial goals weighted at 75% and strategic goals weighted at 25%. The percentage achievement of the Corporate Goals (the “Funding Percentage”) determines the extent to which the Incentive Plan is funded, except that if the Funding Percentage is less than 70% then the Incentive Plan will not be funded at all. If the Funding Percentage is greater than 100%, the Company may fund an enhanced incentive as determined by the Board in its discretion. Once the Funding Percentage has been determined, the actual incentive payment for each Executive Officer is conditioned on his or her continued active employment with the Company and may be adjusted based on their individual performance.

The Company permits each Executive Officer to elect to receive a portion of his or her 2024 bonus equal to 50% of his or her target Incentive Plan payment in the form of restricted stock units (“RSUs”) instead of in cash. For this purpose, RSUs will be calculated based upon 85% of their fair market value on the grant date. If elected, the equity grant will occur during the open trading period following the public release of the Company’s 2023 financial results and is subject to vest 100% on or about the Incentive Plan payout date in 2025 for all participants. Vesting is conditioned upon threshold funding of the Incentive Plan and, with respect to each Executive Officer, on his or her continued active employment with the Company and their individual performance. If these conditions are not met, the equity grant cannot be exercised by the Executive Officer and will expire.

The foregoing summary description of the Incentive Plan is qualified in its entirety by reference to Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description
99.1						202 4 Section 16 Officer/ALT Member Corporate Incentive Compensation Plan
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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 thereunto duly authorized.


		Pegasystems Inc.

Dated:	February 12, 2024	By:	/s/ Matthew J. Cushing
			Matthew J. Cushing
			Vice President, Chief Commercial Officer, General Counsel and Secretary

2024 Section 16 Officer/ALT Member

Corporate Incentive Compensation Plan (CICP)

Employee Name: «Fname» «Lname»

Business Unit: «BusinesUnit»

General Purpose & Structure

This Section 16 Officer / ALT Member Corporate Incentive Compensation Plan (“Plan”) is designed to provide you with the potential for variable pay based on the achievement of annual financial and strategic business objectives of Pegasystems Inc. (“Pega”) and your individual performance. Based on your role, you are eligible for an annual Target Incentive Opportunity, which is calculated as a percentage of your actual, paid base salary for the year. The Target Incentive Opportunity for each Section 16 Officer / ALT member is determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and is approved at the beginning of the plan year.

Corporate goals will be approved by the Compensation Committee of the Board (the “Compensation Committee”).

Corporate Goal Performance & Funding

The CICP must first be funded by Pega before any incentive payments are made. Funding of the CICP is based on Pega’s attainment of financial and strategic goals (the “Corporate Goals”) established for the plan year 2024. Performance against financial goals will be weighted at 75% and progress made on strategic goals will be weighted at 25%.

The CICP will be funded at the full target level if Pega attains 100% of its Corporate Goals (referred to as “Target”). Should attainment of Corporate Goals be below Target but above Threshold (which is defined as above 70% of Target), the incentive funding will be at the same actual percentage as performance against Target. Should the level of attainment of the Corporate Goals fall below Threshold, the CICP will not be funded, and no incentive compensation will be paid. If the attainment of Corporate Goals is above Target, Pega may fund an enhanced incentive as determined by the Board in its discretion.

Once the Corporate funding level has been determined, the actual incentive payment may be adjusted to reflect the individual’s level of contribution to the Company’s strategic goals in the discretion of the Compensation Committee.

Notwithstanding the above, the Compensation Committee reserves the right in its sole discretion to either increase or decrease the corporate funding and/or individual payout amounts.

CICP RSU ELECTION

CICP participants that are covered by the Plan as of February 1st of the current year may elect to receive half of the employee’s incentive opportunity in restricted stock units (RSUs). If elected by an employee, the equity amount will be equal in value on the date of grant to 50% of the employee’s Target Incentive Opportunity, calculated from the employee’s February 1st base salary of the current year. If the base salary is in a currency other than USD, the conversion will be at the exchange rate on the date of the grant.

The number of RSUs granted will be determined by dividing 50% of the employee’s annual Target Incentive Opportunity (pro-rated for those who started after January 1st of the current year and on or before February 1st of the current year) by 85% of the closing price of Pega stock price on the date of grant. The 15% discount to the closing price, which is used to calculate the number of RSUs granted, provides an additional incentive to employees to acquire Pegasystems stock.

If elected, the equity grant will occur in March of this year and if Threshold funding is achieved, the equity grant will be subject to vest 100% on or about the Plan payout date of the following year (expected to be March of next year) and will not be subject to adjustments based on Corporate funding.

Vesting of the RSU equity grant is issued under the 2004 Long Term Incentive Plan, as amended, and conditioned upon achieving the threshold funding of the Plan; if Threshold funding does not occur, the equity grant cannot be exercised and will expire. Vesting is also conditioned upon the participant achieving successful individual performance. If a participant’s success behaviors and outcomes as determined by both questions related to Performance in the talent cultivation process is deemed as “often misses most of the elements of Talent Cultivation”, the CICP RSU grant will be cancelled. Vesting is also conditioned on being in a CICP eligible role for the entire year. If you elect to receive 50% of your Target Incentive Opportunity in RSUs and then switch to a non-eligible CICP role during the year, the equity grant will expire and any CICP payment will be pro-rated based on the time you were in a CICP eligible role and you will be eligible for cash payment subject to the terms of the Plan.

Pegasystems Confidential & Proprietary Page 1 of 3 2024 CICP Document

Example: An employee elects to receive 50% of the employee’s Target Incentive Opportunity in equity. On the grant date in March of this year, the closing price of Pega common stock is $50.00 per share. The Company will factor in a 15% discount in the Pega

stock price used for the calculation and as a result, the employee would receive a grant for 589 RSUs, which will be subject to vest 100% on the Plan payout date in March of next year.


Annual CICP Target Incentive Opportunity			$50,000
Amount Eligible for 50% Election in RSUs			$25,000
Grant Date Closing Price of Pega Common Stock			$50.00
Stock Price Used for RSU Calculation			$42.50 (85% of the $50.00 grant date closing stock price)
Number of RSUs Granted			589 ($25,000 divided by $42.50 price used for calculation)


IMPORTANT: In order to receive a portion of your payment in RSUs, you must be in a CICP role as of February 1st of the current year and make your election no later than February 23rd of the current year.

Pay Out

Cash payout for this Plan shall be made in the subsequent year on or before March 15th for U.S. and Canadian employees, and March 31st for all other countries. The Compensation Committee reserves the right in its sole discretion to either increase or decrease the corporate funding and/or individual payout amounts.

Any payout under this Plan shall be subject to Pega’s Compensation Recovery Policy, to the extent applicable to the participant, and as otherwise required by applicable law or Pega policy as amended from time to time.

Eligibility Guidelines

Only active, Section 16 Officers / ALT members are potentially eligible for this Plan. Those hired after October 1st of the current year will need the Chief Executive Officer’s approval to participate.

A participant whose position changes such that they become eligible for a different incentive plan or target percentage will go onto the new plan as of the first day of the next month, on a pro-rated basis. Participants on unpaid leave during the year may be eligible for a pro-rated CICP payment based on the time actively worked during the plan year.


To receive any payments under this Plan or to vest in RSUs granted under this Plan, an employee must: A) be actively employed by Pegasystems at the time of pay out, B) be an employee in good standing, which may include, but not be limited to, not being on a performance improvement plan, on suspension, on a notice period or severance period; not having a performance or disciplinary warning; or not having a talent assessment of “often misses most of the elements of Talent Cultivation”; and C) must be an employee performing a role eligible for CICP.

Legal Provisions

Each eligible employee may only participate in one Corporate Incentive Compensation Plan with respect to any given calendar year, and the Plan will remain in effect only for the plan year indicated.

This Plan is based on the company’s current position and goals, as well as market conditions, and is subject to change. Pegasystems reserves the sole right to modify, revoke, suspend, or terminate this Plan at any time.

Unless you notify peoplehub@pega.com by February 23, 2024, you are affirming that you have read, understand, and accept the terms of your Plan. You agree to abide by Pegasystems’ policies, as well as the terms of your Standards Letter (or employment agreement for applicable employees outside of the United States) with Pegasystems including restrictions on competition and solicitation.

In the event of actual termination of employment for any reason before the incentive payment date, any incentive that has not yet been paid or vested will be forfeited. The language in this policy is not intended to create, nor is it construed to create a contract of employment with Pegasystems and any of its employees. The terms of this Plan apply to the extent permitted by law.

Exceptions to this Plan may only be made by the Compensation Committee, and only if done so in writing.

Pegasystems Confidential & Proprietary Page 2 of 3 2024 CICP Document

Incentive Target Amount:

Your current annualized Target CICP Amount is $XX,XXX, which will be calculated based on your base salary as of February 1st in the current year multiplied by your current Target CICP Percentage. Your final annualized Target CICP Amount will be calculated based on actual paid base salary throughout the year multiplied by your Target CICP Percentage, and subject to the terms of this Plan.


Please print a copy of this 2024 CICP Plan Document for your records.

Pegasystems Confidential & Proprietary Page 3 of 3 2024 CICP Document

COVER PAGE	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 06, 2024
Entity Registrant Name	PEGASYSTEMS INC.
Entity Incorporation, State or Country Code	MA
Entity File Number	1-11859
Entity Tax Identification Number	04-2787865
Entity Address, Address Line One	One Main Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	617
Local Phone Number	374-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	PEGA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001013857