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 29, 2009
SkillSoft
Public Limited Company
(Exact Name of Registrant
as Specified in Charter)
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Republic
of Ireland
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0-25674
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None
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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107
Northeastern Boulevard
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Nashua,
New Hampshire
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03062
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (603) 324-3000
(Former Name or Former
Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF
CONTENTS
(e) On
May 29, 2009, the compensation committee of the Board of Directors of SkillSoft
Public Limited Company established a cash incentive compensation program for the
fiscal year ending January 31, 2010 for Charles E. Moran, Jerald A. Nine, Thomas
J. McDonald, Mark A. Townsend and Colm M. Darcy, SkillSoft’s “named executive
officers” (within the meaning of SEC rules) for the fiscal year ended January
31, 2009. A summary of the cash incentive compensation program is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference.
The
fiscal 2010 incentive compensation program reflects the compensation committee’s
decision to set total cash compensation (base salary and target bonus) for each
named executive officer at approximately the 75th
percentile of the benchmarking peer group, rather than the 50th
percentile as has been the compensation committee’s philosophy in recent
years. The compensation committee implemented this overall increase
in cash compensation solely through increases in the target bonuses of the named
executive officers. The compensation committee did not increase the
base salaries of the named executive officers for fiscal 2010, which remain
targeted at or below the 25th
percentile of the benchmarking peer group. To increase the incentive
for financial outperformance and reflecting the fact that a greater percentage
of management’s cash compensation is “at risk” rather than guaranteed in the
form of base salaries, the compensation committee increased the maximum
percentage of the target bonus that could be paid under the fiscal 2010
incentive compensation program if the company achieved excellent
performance.
(d) Exhibits
99.1 Summary
of Fiscal 2010 Executive Cash Incentive Compensation Program
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.
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SkillSoft
Public Limited Company
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Date: June
4, 2009
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By:
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/s/
Charles E. Moran
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Charles
E. Moran
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President
and Chief Executive Officer
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Exhibit No.
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Description
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99.1
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Summary
of Fiscal 2010 Executive Cash Incentive Compensation
Program
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