Summary of BMC SOFTWARE INC

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On April 26, 2012, the Compensation Committee approved, and on April 27, 2012, the independent members of the Board of Directors also approved, the following executive compensation matters related to the Company's named executive officers:

1. The performance measures were established for fiscal 2013 for the Company's Short-Term Incentive Compensation Plan. For fiscal 2013, for Robert E. Beauchamp and Stephen B. Solcher, 60% of their annual incentive will be based on whether and the extent to which the Company achieves quarterly total bookings targets and 40% will be based on whether and the extent to which the Company achieves quarterly operating margin targets. For William D. Miller, 20% of his annual incentive will be based on whether and the extent to which the Company achieves quarterly total bookings targets, 40% will be based on whether and the extent to which our mainframe service management ("MSM") business unit achieves quarterly bookings targets and 40% will be based on whether and the extent to which our MSM business unit achieves quarterly operating margin targets. The actual bonus payments under such awards may be less than or greater than the target amounts depending on whether and the extent to which the goals upon which such bonuses are based are achieved.

2. An executive compensation clawback policy was adopted. The clawback policy, a copy of which is filed as an exhibit to this Current Report, provides that in the event of any fraud or intentional misconduct by one or more of our executive officers that results in a required financial reporting restatement, then the Board of Directors (or an appropriate committee or committees of the Board, as may be designated by the Board) shall review the circumstances that caused the restatement and shall take such action as it deems appropriate to prevent its recurrence, which may include requiring the reimbursement of certain cash-based incentive compensation as provided in the policy. The clawback policy will apply to any cash-based incentive compensation paid to an executive officer from and after the date he or she first signs the required consent to the policy and during the three-year period preceding the date on which the Company is required to prepare an accounting restatement.