Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 24, 2005

 


 

SUPPORTSOFT, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-30901   94-3282005

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

575 Broadway, Redwood City, CA   94063
(Address of principal executive offices)   (Zip Code)

 

(650) 556-9440

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 1.01 Entry into a Material Definitive Agreement

 

Based upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors and based upon independent third party studies of director compensation, on May 24, 2005, following the annual meeting of stockholders, the Board of Directors approved the following directors as chairs and members of the following committees, with the corresponding cash compensation:

 

     Lead
Independent
Director


  

Audit

Committee


   Compensation
Committee


  

Nominating &
Corporate
Governance

Committee


   Annual Cash
Retainer
Portion of
Compensation


Manuel Diaz

   Lead    Member    Member    Chair    $ 80,000

Kevin C. Eichler

        Chair              $ 30,000

Claude M. Leglise

             Chair    Member    $ 30,000

Edward S. Russell

        Member              $ 20,000

James Thanos

             Member    Member    $ 20,000

 

The above-mentioned revised cash retainer portion of the director compensation is paid quarterly, effective July 1, 2005. The directors’ equity compensation and reimbursement of out-of-pocket expenses have not been changed.

 

-2-


SIGNATURE

 

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.

 

Dated: May 31, 2005

 

SUPPORTSOFT, INC.

By:  

/s/ Brian M. Beattie


    Brian M. Beattie
    Executive Vice President of Finance and
    Administration and Chief Financial Officer
    (Principal Financial Officer and Chief Accounting Officer)

 

-3-