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

The Board of Directors (the "Board") of BMC Software, Inc. (the "Company") increased the size of the Board from 12 directors to 13 directors, as permitted by the Company's Amended and Restated Bylaws, and appointed Alex Pinchev as a director of the Company effective September 17, 2012. Mr. Pinchev was not appointed to any Board committees at this time.

Mr. Pinchev will be compensated in accordance with the compensation program for the Company's non-employee directors, as described in the Company's proxy statement filed with the Securities and Exchange Commission on June 5, 2012. Accordingly, upon his appointment to the Board, Mr. Pinchev received an initial award of 5,694 RSUs (based on an annual RSU value of $288,000 prorated) which vest in full as of July 25, 2013. The Company will enter into an indemnification agreement with Mr. Pinchev, the form of which was previously publicly filed as Exhibit 10.11 to the Company's 10-K for the year ended March 31, 1995.

There are no arrangements or understandings between Mr. Pinchev and any other person pursuant to which he was appointed as a director of the Company. There are no transactions in which Mr. Pinchev has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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