Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 13, 2019, the Board of Directors (the "Board") of Mitek Systems,
Inc. (the "Company"), based upon the recommendation of the Compensation
Committee of the Board, approved the Company's executive bonus program for the
fiscal year ending September 30, 2020 (the "2020 Plan"). Pursuant to the terms
of the 2020 Plan, certain of the Company's executives will be eligible to
receive cash bonuses based upon the achievement of certain corporate and
individual performance goals during the 2020 fiscal year. These bonuses are
designed to attract, motivate, retain and reward the Company's executives.
Under the 2020 Plan, our Chief Executive Officer has a bonus target at plan
equal to 100% of his annualized salary; our Chief Financial Officer has a bonus
target at plan equal to 60% of his annualized salary; our Chief Technical
Officer has a bonus target at plan of 60% of his annualized salary; and our
Chief Legal Officer / General Counsel has a bonus target at plan of 50% of his
annualized salary. The bonus target for the Chief Executive Officer is based
upon achievement of two financial metrics (revenue and Non-GAAP operating
income). Up to 80% of the bonus target for the other executives is based upon
achievement of two financial metrics (revenue and non-GAAP operating income) and
the remaining 20% of the bonus target is based upon achievement of certain
individual performance goals. The maximum bonus payable to these individuals is
200% of their respective bonus targets.
Under the 2020 Plan, our General Manager ("GM") has an annual bonus target at
plan equal to 50% of his annualized salary. Up to 87.5% of the bonus target is
based upon achievement of certain financial metrics (revenue and non-GAAP
operating income) and the remaining 12.5% of the bonus target is based upon
achievement of certain individual performance goals. The maximum bonus payable
to the GM is 200% of his bonus target.
The foregoing description is intended only as a summary of the material terms of
the 2020 Plan and is qualified in its entirety by reference to the text of the
2020 Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
Item 8.01. Other Events.
On December 13, 2019, the Board authorized and approved a share repurchase
program for up to $10 million of the currently outstanding shares of the
Company's common stock, par value $0.001 ("Common Stock"). The share repurchase
program is effective immediately and will expire December 16, 2020. The
purchases under the share repurchase program may be made from time to time in
the open market, through block trades, 10b5-1 trading plans, privately
negotiated transactions or otherwise, in each case, in accordance with
applicable laws, rules and regulations. The timing and actual number of the
shares repurchased will depend on a variety of factors including price, market
conditions and corporate and regulatory requirements. The Company intends to
fund the share repurchases from cash on hand. The share repurchase program does
not commit the Company to repurchase shares of its Common Stock and it may be
amended, suspended or discontinued at any time.
A copy of the Company's press release announcing these matters is attached to
this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibits shall be deemed to be filed or furnished, depending on
the relevant item requiring such exhibit, in accordance with the provisions of
Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
Exhibit Number       Description
10.1                 Mitek Systems, Inc. Executive Bonus Program Fiscal 2020
99.1                 Press Release issued on December 19, 2019

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