CITRIX SYSTEMS INC : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


(e)  At the 2020 Annual Meeting of Shareholders of Citrix Systems, Inc. (the
"Company") held on June 3, 2020 (the "Annual Meeting"), the Company's
shareholders approved the Company's Second Amended and Restated 2014 Equity
Incentive Plan (the "Amended Plan") which replaced the Company's Amended and
Restated 2014 Equity Incentive Plan, as amended (the "Original Plan").

The material amended provisions of the Amended Plan are that the Amended Plan:

• increases the total number of shares authorized for issuance under the

Original Plan by 7,900,000 shares, from 43,400,000 to 51,300,000 shares;

  • extends the term of the Original Plan for ten years, until 2030;

• updates the vesting provisions from monthly to annual vesting for the

Company's annual director awards, consistent with the Company's current

compensation program for non-employee directors;

• removes provisions related to Section 162(m) of the Internal Revenue Code

of 1986, as amended, that are no longer applicable in light of the Tax Cut

and Jobs Act of 2017 and subsequent guidance from the Internal Review

Service; and

• incorporates certain other stylistic updates.

A detailed summary of the Amended Plan is set forth in the Company's proxy
statement for the Annual Meeting filed with the Securities and Exchange
Commission on April 16, 2020 (the "Proxy Statement") under the caption "Proposal
2 Approval of the Citrix Systems, Inc. Second Amended and Restated 2014 Equity
Incentive Plan," which summary is incorporated herein by reference. That
detailed summary of the Amended Plan and the foregoing description of the
Amended Plan are qualified in their entirety by reference to the full text of
the Amended Plan, which is filed hereto as Exhibit 10.1 and incorporated by
reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 3, 2020, the Company's shareholders approved
the four proposals listed below. The final results for the votes regarding each
proposal are set forth below. The proposals are described in detail in the
Company's Proxy Statement.

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Proposal 1

To elect Robert M. Calderoni, Nanci E. Caldwell, Robert D. Daleo, Murray J.
Demo, Ajei S. Gopal, David J. Henshall, Thomas E. Hogan, Moira A. Kilcoyne,
Peter J. Sacripanti and J. Donald Sherman as directors to each serve for a
one-year term expiring at the Company's annual meeting of shareholders in 2021
and until his or her successor has been duly elected and qualified or until his
or her earlier death, resignation or removal:

Nominee                                 Votes For        Votes Against      Abstentions       Broker Non-Votes
Robert M. Calderoni                      86,851,183          11,063,521        1,242,467              6,985,138
Nanci E. Caldwell                        95,705,758           3,366,044           85,369              6,985,138
Robert D. Daleo                          97,790,754           1,221,954          144,463              6,985,138
Murray J. Demo                           94,725,998           4,284,070          147,103              6,985,138
Ajei S. Gopal                            97,819,449           1,195,792          141,930              6,985,138
David J. Henshall                        98,440,177             583,115          133,879              6,985,138
Thomas E. Hogan                          97,976,453           1,034,493          146,225              6,985,138
Moira A. Kilcoyne                        98,807,282             109,052          240,837              6,985,138
Peter J. Sacripanti                      96,615,457           2,450,240           91,474              6,985,138
J. Donald Sherman                        98,200,728             651,441          305,002              6,985,138


Proposal 2

To approve the Amended Plan:

Votes For    Votes Against   Abstentions   Broker Non-Votes
60,031,492    39,041,852       83,827         6,985,138


Proposal 3

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020:

               Votes
Votes For     Against    Abstentions   Broker Non-Votes
98,634,384   7,435,197     72,728             0


Proposal 4

To approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement:

               Votes
Votes For     Against    Abstentions   Broker Non-Votes
92,844,993   6,214,864     97,311         6,985,138

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit
   No.           Description

   10.1            Citrix Systems, Inc. Second Amended and Restated 2014 Equity
                 Incentive Plan

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)


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