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

On January 25, 2013, Concur Technologies, Inc. ("Company") filed a definitive proxy statement ("Proxy Statement") relating to its annual meeting of stockholders to be held on March 13, 2013 ("Annual Meeting"). The Proxy Statement included a recommendation by the Company's Board of Directors that the stockholders approve an Amended and Restated 2007 Equity Incentive Plan ("Plan"), including an increase in the number of shares of our common stock available for issuance under the Plan.

On February 27, 2013, the Board approved a further amendment to the Plan, contingent on stockholder approval of the Plan at the Annual Meeting. That further amendment would modify Section 2.1 of the Plan, which relates to the number of shares available under the Plan, by replacing the third and fourth sentences of such Section with the following sentences:

"Further, Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant's tax withholding obligations related to Awards of Restricted Stock, Restricted Stock Units or Stock Bonuses also will be available for grant and issuance under this Plan. However, the following shares shall not become available for issuance under the Plan: (a) Shares tendered by Participants as full or partial payment to the Company upon exercise of Awards; (b) Shares reserved for issuance upon settlement of SARs, to the extent the number of such reserved Shares exceeds the number of Shares actually issued upon settlement of the SARs; and (c) Shares withheld to satisfy tax withholding obligations related to Options and SARs."

Otherwise, the Plan as described in the Proxy Statement has not been revised. A copy of the Plan, as amended, is filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

99.1 2007 Equity Incentive Plan, as amended February 27, 2013

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