Mitek Systems Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$MITK
Computer peripheral equipment
Technology
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): January 28, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (619 ) 269-6800
Not Applicable
(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 Instructions 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| NASDAQ Capital Market | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2025, 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 annual incentive program for the fiscal year ending September 30, 2025 (the “2025 Plan”). Pursuant to the terms of the 2025 Plan, certain full time permanent employees of the Company, including the Company’s executive team, will be eligible to receive cash bonuses based upon the achievement of certain corporate and individual performance goals during the 2025 fiscal year. These bonuses are designed to attract, motivate, retain and reward the Company’s employees and executive team.
Under the 2025 Plan, the corporate performance goals are comprised of two financial metrics, revenue and adjusted earnings before interest, taxes, depreciation, and amortization ("Adjusted EBITDA") calculated with respect to the Company’s key business areas, deposits and identity. Participants in the deposits and identity business areas are assigned a primary business area for purposes of the 2025 Plan. For participants who are director-level and above, 50% of the target incentive is based upon achievement of the revenue component of the 2025 Plan (with either (i) 50% of such target based upon the combination of all business area revenue targets or (ii) 40% of such target based upon the primary business area and 10% of such target based on the combination of all business area revenue targets) and the remaining 50% is based upon the achievement of the Adjusted EBITDA component of the 2025 Plan, subject to additional limitations, as set forth in the 2025 Plan. For all other participants, 40% of the target incentive is based upon achievement of the revenue component of the 2025 Plan (with either (i) 40% of such target based upon the combination of all business area revenue targets or (ii) 30% of such target based upon the primary business area and 10% of such target based on the combination of all business area revenue targets), 40% is based upon the achievement of the Adjusted EBITDA component of the 2025 Plan, and the remaining 20% of the target incentive is based upon the achievement of individual objectives, as determined at the sole discretion of the Company, subject to additional limitations, as set forth in the 2025 Plan.
Under the 2025 Plan, our Chief Executive Officer has a bonus target equal to 100% of his annualized salary; our Chief Financial Officer has a bonus target equal to 65% of his annualized salary; our Chief Legal Officer has a bonus target equal to 60% of his annualized salary; and our Senior Vice President, Deposit Solutions and Chief Product Officer have a bonus target equal to 50% of their annualized salaries. The maximum bonus payable to participants is 200% of their respective bonus targets. The Board also retains the sole discretion, with respect to the Chief Executive Officer and his direct reports, to modify individual achievement by up to 10% of the executive's target incentive amount based on individual performance and contribution. A named executive officer must be a permanent full-time employee to qualify for participation in the 2025 Plan.
The foregoing description is intended only as a summary of the material terms of the 2025 Plan and is qualified in its entirety by reference to the text of the 2025 Plan, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
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 thereunto duly authorized.
| Mitek Systems, Inc. | |||||||||||
| January 28, 2025 | By: | /s/ Jason Gray | |||||||||
| Jason Gray | |||||||||||
| Chief Legal Officer | |||||||||||