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SSNI > SEC Filings for SSNI > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for SILVER SPRING NETWORKS INC | Request a Trial to NEW EDGAR Online Pro



Other Events

Item 8.01 Other Events.

On May 23, 2013, the Board of Directors (the "Board") of Silver Spring Networks, Inc. ("Silver Spring"), on the recommendation of the Compensation Committee of the Board, approved a new compensation program for non-employee members of the Board. The Board undertook an evaluation of director compensation in light of Silver Spring's transition from a privately-held company to a publicly-held company following Silver Spring's initial public offering in March 2013. In establishing the new compensation program, the Board considered the amount of time that directors expend in fulfilling their duties to Silver Spring, the skill level required by Silver Spring of its members of the Board, and also director compensation paid to directors at the same group of peer companies that Silver Spring uses when setting compensation for its executive officers.

Under the newly adopted director compensation program, non-employee directors will continue to be paid entirely in the form of Silver Spring equity awards. Non-employee directors will not receive any cash payments for their service on the Board. Non-employee directors will receive a mix of 75% stock options and 25% restricted stock units in lieu of the following dollar amounts:

Annual retainer for each non-employee director: $202,000

Annual retainer for the lead independent director: $18,750

Annual retainer for the chairperson of each committee:

Audit Committee: $25,000

Compensation Committee: $16,000

Nominating and Governance Committee: $10,000

Annual retainer for a member of each committee:

Audit Committee: $12,500

Compensation Committee: $8,000

Nominating and Governance Committee: $5,000

Under the newly adopted director compensation program, also on May 23, 2013 (the "Grant Date"), the Board approved equity awards to each of the non-employee directors in the following amounts, with the value of (a) stock options calculated based on Silver Spring's 30-day average stock price and a Black-Sholes ratio, and (b) each restricted stock unit treated as the equivalent of a stock option to purchase two shares of common stock:

                           Number of Shares Subject to             Number of
 Non-employee Director            Stock Option               Restricted Stock Units
 Benjamin Kortlang                               16,619                        2,769
 Thomas R. Kuhn                                  16,038                        2,673
 Corbin A. McNeill, Jr.                          17,394                        2,899
 Jonathan Schwartz                               16,270                        2,711
 Richard A. Simonson                             17,587                        2,931
 Laura D. Tyson                                  16,038                        2,673
 Warren M. Weiss                                 17,723                        2,953
 Thomas H. Werner                                16,890                        2,815

All options granted to non-employee directors were granted under Silver Spring's 2012 Equity Incentive Plan (the "Plan"), have an exercise price equal to the fair market value of Silver Spring's common stock on the Grant Date, are nonqualified stock options and have a term of 10 years from the Grant Date. All options and restricted stock units will vest in full upon the earlier of (a) the one-year anniversary of the Grant Date or (b) the date of Silver Spring's 2014 annual stockholder meeting, so long as the non-employee director remains continuously in office. Pursuant to Section 21.3 of the Plan, in the event of a Corporate Transaction (as defined therein), the vesting of all equity awards shall accelerate and such equity awards shall become exercisable and settlable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Compensation Committee of the Board determines.

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