Form 8-K





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): March 15, 2011




(Exact name of registrant as specified in its charter)




(State or other jurisdiction

of incorporation)


0-25137   91-1608052


File Number)


(IRS Employer

Identification No.)

18400 NE Union Hill Road, Redmond, Washington   98052
(Address of principal executive offices)   (Zip Code)

(425) 702-8808

(Registrant’s 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 (see General Instruction A.2. below):


¨ 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))




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


The stockholders of Concur Technologies, Inc. (“Concur”) approved the Concur 2010 Cash Incentive Plan (“CIP”) at the Annual Meeting of Stockholders on March 15, 2011 (“Annual Meeting”). The Compensation Committee approved the CIP on December 15, 2010 and the Board of Directors approved it on January 18, 2011. Awards made under the CIP prior to stockholder approval were to be void if stockholder approval of the CIP was not obtained. The CIP became effective upon stockholder approval at the Annual Meeting.

All employees, officers, directors, consultants, independent contractors and advisors of Concur may participate in the CIP. The maximum aggregate amount of cash awards that may be granted during any single fiscal year to any individual employee is $10,000,000. The recipients of the awards, the amounts, terms and conditions of each award, including the performance period and goal(s) that apply to the award and whether or not the goal(s) are achieved, are determined by the Compensation Committee. The foregoing summary of the CIP is qualified in its entirety by reference to the full text of the CIP, a copy of which is included as an exhibit to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The stockholders considered six proposals at the Annual Meeting. Each proposal is described in more detail in Concur’s definitive proxy statement dated January 25, 2011. Set forth below are the results of the stockholder vote at the Annual Meeting:


  1. Three individuals were elected as members of the Board of Directors to serve three year terms.


  2. The stockholders approved amendments to the Concur 2007 Equity Incentive Plan (i) to increase the number of shares of Concur common stock reserved for issuance and (ii) to make certain technical modifications to update the listing of performance criteria for awards intended to preserve the deductibility under federal tax rules and to clarify the prohibition on repricing certain awards without prior stockholder approval.


  3. The stockholders approved the Concur 2010 Cash Incentive Plan.


  4. The stockholders ratified the selection of Grant Thornton LLP as Concur’s independent registered public accounting firm for fiscal 2011.


  5. The stockholders approved an advisory vote for the approval of the compensation of Concur’s named executive officers.


  6. The stockholders provided an advisory vote on the frequency of future stockholder advisory votes to approve the compensation of Concur’s named executive officers:

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.


  1. Election of Directors








Broker Non-Votes

Jeffrey T. McCabe

   45,454,680    596,955    3,173,695

Edward P. Gilligan

   45,011,306    1,040,329    3,173,695

Rajeev Singh

   45,223,026    828,609    3,173,695


  2. Amendments to 2007 Equity Incentive Plan to Increase the Number of Authorized Shares of Common Stock Available for Issuance








Broker Non-Votes


  7,903,137   11,477   3,173,695


  3. Approval of the Concur 2010 Cash Incentive Plan








Broker Non-Votes


  1,074,683   9,334   3,173,695

  4. Ratification of Selection of Independent Registered Public Accounting Firm








Broker Non-Votes








  5. Advisory Vote on Compensation of Executive Officers








Broker Non-Votes









  6. Frequency of Advisory Vote on Compensation of Executive Officers


    One Year    


Two Years


Three Years




Broker Non-Votes










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.


Date: March 21, 2011   By:  

/s/ Frank Pelzer


Frank Pelzer

Chief Financial Officer

(principal financial officer and duly authorized officer)






Description of Exhibit

99.1    Concur 2010 Cash Incentive Plan