Nuance-Form8-KNovember272013FINAL

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):
November 27, 2013
 
NUANCE COMMUNICATIONS, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36056
 
94-3156479
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1 Wayside Road
Burlington, Massachusetts 01803
(Address of Principal Executive Offices)
(Zip Code)
 
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):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
      (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
      (17 CFR 240.13e-4(c))
 




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 27, 2013, the Compensation Committee of the Board of Directors of Nuance Communications, Inc. (the “Company”) approved the payment of the following bonuses pursuant to the Company’s fiscal 2013 bonus program:
 
 
 
 
 
Name
 
 
   Fiscal 2013 Target
   Bonus
   Amount(1)
 
 
 
 
   Achievement
   Level
Fiscal 2013
Actual Bonus
Amount
Paid in
Restricted
Stock Units(2)
   

Total Value
of 2013
Bonus
Earned
 
Paul A. Ricci
$
1,200,000
 
25
%
22,388
$
300,000
 
 
Thomas L. Beaudoin
$
382,500
 
25
%
7,136
$
95,625
 
 
A. Bruce Bowden
$
281,250
 
50
%
10,494
$
140,625
 
 
Steven G. Chambers
$
375,000
 
25
%
6,996
$
93,750
 
 
Janet M. Dillione
$
350,000
 
25
%
6,529
$
87,500
 
 
 
 
 
 
 
 
 
 
 
 
 
 
____________

(1)
The amounts reflected in this column represent the target payout to each Named Executive Officer if his or her bonus had been achieved at 100%.


(2)
Bonuses for fiscal 2013 were paid in Restricted Stock Units, as further detailed in the above table. The number of Restricted Stock Units was determined by multiplying the Fiscal 2013 Target Bonus Amount by the Achievement Level (equal to the Total Value of 2013 Bonus Earned) and divided by the closing price of the Company’s common stock on November 27, 2013.






 
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 hereunto duly authorized. 
 
NUANCE COMMUNICATIONS, INC.
 
 
 
 
Date:  December 3, 2013
By:
/s/ Thomas L. Beaudoin
 
 
 
Thomas L. Beaudoin 
Chief Financial Officer