CHICAGO, IL--(Marketwire -03/02/12)- Mattersight Corporation (NASDAQ: MATR - News) today provided an update regarding its policy for providing tax share withholding in connection with the quarterly vesting of its executive officers' restricted stock awards.
Mattersight's compensation program for its executive officers consists of three principal elements:
- long-term equity incentive awards in the form of grants of restricted stock and common stock options;
- annual performance-based cash incentive awards (bonuses); and
- base salary.
Restricted stock grants to executives typically vest on an equal quarterly basis, over a period of sixteen quarters. The quarterly vesting schedule is as of the end of February, May, August, and November. Upon vesting of restricted stock awards at the end of each vesting quarter, the Company withholds a number of shares from the vesting sufficient to satisfy mandatory tax withholding requirements. The number of shares withheld is calculated based on the individual executive's state and federal tax rates. The withheld shares are then returned to the Company's treasury and are available to be re-issued.
Under SEC rules, the Company is obligated to file a Form 4 to report a stock transaction within two business days after the date on which the tax shares are withheld, which is the last business day of each vesting quarter. All Form 4s filed for tax withholding purposes will include a transaction code of "F," which will typically be reported by financial websites as "Disposition (Non Open Market) at $X per share." The Company also includes a footnote on these filings, which states, "This is not an open market sale of securities. This is a disposition of shares to the issuer in the form of share withholding upon vesting of restricted stock, to satisfy mandatory tax withholding obligations. The disposition occurred pursuant to a pre-existing award agreement and equity incentive plan and was approved in advance in the manner provided in Rule 16b-3(e) under the Securities Exchange Act of 1934."
The Company encourages its investors to review its Form 4 and other SEC filings, which are made available on the Company's Investor Relations page at www.mattersight.com.
Mattersight is a leader in enterprise analytics focused on customer and employee interactions and behaviors. Mattersight's Behavioral Analytics service captures and analyzes customer and employee interactions, employee desktop data and other contextual information to improve operational performance and predict future customer and employee outcomes. Mattersight's analytics are based on millions of proprietary algorithms and the application of unique behavioral models. The company's SaaS+ delivery model combines analytics in the cloud with deep customer partnerships to drive significant business value. Mattersight's applications are used by leading companies in Healthcare, Insurance, Financial Services, Telecommunications, Cable, Utilities and Government. See What Matters™ by visiting www.Mattersight.com.
- restricted stock
Chief Financial Officer