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) June 30, 2017

June 20, 2017

Xactly Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-37451

11-3744289

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

300 Park Avenue, Suite 1700

San Jose, California 95110

(Address of principal executive offices, including zip code)

(408) 977-3132

(Registrant’s telephone number, including area code)

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 Instruction 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))

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~June 20,~~previously ~~2017~~announced, Xactly Corporation, a Delaware Corporation (“Xactly” or the “Company”), entered into an ~~Amendment to the~~ Agreement and Plan of Merger, ~~(the~~dated ~~“Amendment”)~~May 29, ~~which~~2017, as amended ~~the~~on ~~Agreement and Plan of Merger, dated May~~June 2920, 2017 (the ~~“Amended~~ “Merger Agreement”), bywith ~~and among~~ Excalibur Parent, LLC, ~~a Delaware limited liability company~~ (“Parent”), and Excalibur Merger Sub, Inc., ~~a Delaware corporation and a wholly owned subsidiary of Parent~~ (“Merger Sub”) ~~and~~, ~~the~~providing ~~Company.~~for ~~The Amendment provides clarification in order to implement~~ the ~~parties’~~merger ~~original~~of ~~intent~~Merger Sub onwith ~~how~~and ~~outstanding~~into ~~equity awards are treated upon~~ the ~~consummation~~Company of (the “Merger.”), ~~Capitalized~~with ~~terms~~the ~~used~~Company ~~herein~~surviving ~~but not otherwise defined have~~ the ~~meaning~~Merger ~~set~~as ~~forth~~a inwholly ~~the~~owned ~~Amended~~subsidiary ~~Merger~~of ~~Agreement~~Parent.

~~The~~On June 30, ~~foregoing~~2017, ~~description~~a ofpurported stockholder class action lawsuit captioned Berg v. Xactly Corporation et al., Case No. 4:17-cv-03783, was filed in the ~~Amendment~~United ~~and~~States District Court of the ~~transactions~~Northern ~~contemplated thereby~~District ~~does~~of ~~not~~California ~~purport~~against toXactly, its bedirectors, ~~complete~~Parent, Merger Sub and isVista ~~subject~~Equity Partners Fund VI, L.P. (“Vista”). The lawsuit alleges, generally, that the Merger offers inadequate consideration to Xactly’s stockholders, and ~~qualified~~that inXactly and its ~~entirety~~directors violated Section 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 14a-9 thereunder by ~~reference~~purportedly omitting material information from the proxy statement issued in connection with the Merger. The lawsuit also purports to, allege violations of Section 20(a) of the ~~full~~Exchange ~~text~~Act against Xactly’s directors, Parent, Merger Sub and Vista. The lawsuit seeks, among other things, equitable relief that would enjoin the consummation of the ~~Amendment~~proposed Merger, rescission ~~which~~of the proposed Merger to the extent it is ~~attached~~consummated, asand ~~Exhibit 2.2~~attorneys’ fees and iscosts. ~~incorporated~~Additional ~~herein~~similar bylawsuits ~~reference~~may be filed in the future.

~~Item~~The ~~5.07~~Company ~~Submission~~believes ofthat ~~Matters~~the toplaintiff’s aallegations ~~Vote~~lack ofmerit ~~Security~~and ~~Holders~~will vigorously defend against this and any subsequently filed similar actions.

OnAdditional ~~June 20,~~Information ~~2017,~~and ~~the~~Where Company held its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting were holders of 28,393,304 shares of common stock of the Company, representing 88.74% of the outstanding shares entitled to ~~vote~~Find asIt of April 26, 2017, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The stockholders of the Company voted on the following proposals at the Annual Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 11, 2017:

1Xactly has filed a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”) in connection with the proposed Merger. ToBeginning ~~elect~~on ~~two~~June 29, ~~Class~~2017, IIXactly ~~directors~~mailed the definitive proxy statement and other relevant documents to ~~serve~~Xactly ~~until~~stockholders as of the ~~Company’s~~June 28, ~~2020~~2017 ~~annual~~record date for a special meeting of stockholders of Xactly to be held on July 28, 2017, at Xactly’s headquarters, located at 300 Park Avenue, Suite 1700, San Jose, California 95110, at 9:00 a.m. Pacific time. The definitive proxy statement described above contains important information about the proposed Merger and ~~until~~related ~~their~~matters. ~~successors~~INVESTORS, ~~are~~STOCKHOLDERS ~~duly~~AND ~~elected~~SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE TRANSACTION. Investors, stockholders and ~~qualified;~~security holders will be able to obtain free copies of these documents and other documents filed with the SEC by Xactly through the website maintained by the SEC at www.sec.gov. In addition, investors, stockholders and security holders will be able to obtain free copies of these documents from Xactly by contacting Xactly’s Investor Relations at (408) 477-3338, by e-mail at ir@xactlycorp.com, or by going to Xactly’s Investor Relations page on its website at investors.xactlycorp.com.

2.Participants Toin ~~ratify~~ the ~~appointment~~Solicitation ~~of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 31, 2018.~~

The ~~voting~~directors ~~results~~and executive ~~for~~officers ~~each~~of Xactly may be deemed to be participants in the solicitation of proxies from the stockholders of Xactly in connection with the proposed Merger. Information regarding the interests of these ~~proposals~~directors and executive officers in the transaction described herein is set forth in Xactly’s definitive proxy statement on Schedule 14A filed with the SEC on June 29, 2017. Additional information regarding Xactly’s directors and executive officers is also included in Xactly’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on May 11, 2017. These documents are ~~detailed~~available ~~below~~free of charge as described in the preceding paragraph.

1.Legal ~~Election~~Notice ofRegarding ~~Directors~~Forward-Looking Statements

Nominee	For	Withheld	Broker Non-Votes
Lauren P. Flaherty	18,135,174	3,591,745	6,666,385
Carol G. Mills	17,838,803	3,888,116	6,666,385

~~Each~~ statements, ~~director~~including, ~~nominee~~but ~~was~~not ~~duly~~limited ~~elected~~to, as(i) the risk that the proposed Merger may not be completed in a ~~Class~~timely manner or at all, which may adversely affect Xactly’s business and the price of the common stock of Xactly, (ii) IIthe ~~director~~failure to ~~serve~~satisfy ~~until~~all of the ~~Company~~conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Xactly and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Xactly’s ~~2020~~business ~~annual~~relationships, ~~meeting~~operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of ~~stockholders~~the transaction, (vi) risks related to diverting management’s attention from Xactly’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the Merger and ~~until~~(viii) such ~~her~~other ~~successor~~risks isand ~~duly~~uncertainties ~~elected~~as identified in Xactly’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 and ~~qualified~~Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Xactly assumes no obligation to update any forward-looking statement contained in this Form 8-K.

2Item 9.01 ~~Ratification~~Financial ofStatements ~~Appointment~~and ~~of Independent Registered Public Accounting Firm~~ Exhibits.

For		Against		Abstain		Broker Non-Votes
28,256,329		3		136,972		—

(d) Exhibits

~~The~~EXHIBIT ~~stockholders~~INDEX ~~of the Company ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2018.~~

Item 8.01 Other Events.


Exhibit Number		Description

99.1		Complaint, Berg v. Xactly Corporation et. al., Case No. 4:17-cv-03783 (N.D. Cal. Filed June 30, 2017).

~~The~~SIGNATURES consummation of the Merger is conditioned upon, among other things, the expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). On June 20, 2017, the U.S. Federal Trade Commission notified Xactly that early termination of the waiting period under the HSR Act was granted, effective immediately.

~~The~~Pursuant ~~consummation~~to the requirements of the ~~Merger~~Securities ~~remains~~Exchange ~~subject~~Act toof ~~approval~~1934, byas ~~Xactly’s~~amended, ~~stockholders~~the ~~and~~registrant ~~the satisfaction~~has orduly ~~waiver~~caused ofthis ~~customary~~report ~~closing~~to ~~conditions~~be ~~set~~signed ~~forth~~on its inbehalf by the ~~Amended~~undersigned ~~Merger~~hereunto ~~Agreement~~duly authorized.

Additional Information and Where to Find It

~~Xactly~~EXHIBIT ~~has~~INDEX filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”). Promptly after filing its definitive proxy statement with the SEC, Xactly will furnish to its stockholders the definitive proxy statement in connection with the proposed Merger. The preliminary proxy statement described above contains important information about the proposed Merger and related matters. INVESTORS, STOCKHOLDERS AND SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE TRANSACTION. Investors, stockholders and security holders will be able to obtain free copies of these documents and other documents filed with the SEC by Xactly through the website maintained by the SEC at www.sec.gov. In addition, investors, stockholders and security holders will be able to obtain free copies of these documents from Xactly by contacting Xactly’s Investor Relations at (408) 477-3338, by e-mail at ir@xactlycorp.com, or by going to Xactly’s Investor Relations page on its website at investors.xactlycorp.com.

Participants in the Solicitation


Exhibit Number		Description

99.1		Complaint, Berg v. Xactly Corporation et. al., Case No. 4:17-cv-03783 (N.D. Cal. Filed June 30, 2017).

The directors and executive officers of Xactly may be deemed to be participants in the solicitation of proxies from the stockholders of Xactly in connection with the proposed Merger. Information regarding the interests of these directors and executive officers in the transaction described herein is set forth in Xactly’s preliminary proxy statement on Schedule 14A filed with the SEC on June 16, 2017. Additional information regarding Xactly’s directors and executive officers is also included in Xactly’s proxy statement for its 2017 Annual Meeting of Stockholders, which was filed with the SEC on May 11, 2017. These documents are available free of charge as described in the preceding paragraph.

Legal Notice Regarding Forward-Looking Statements

This Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding possible or assumed future results of operations of Xactly, the expected completion and timing of the Merger and other information relating to the Merger. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and other words or expressions of similar meaning or import are intended to identify forward-looking statements. You should, therefore, carefully read and consider statements that contain these words or expressions, as such forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including, but not limited to, (i) the risk that the proposed Merger may not be completed in a timely manner or at all, which may adversely affect Xactly’s business and the price of the common stock of Xactly, (ii) the failure to satisfy all of the conditions precedent to the consummation of the proposed Merger, including, but not limited to, the required consent of the stockholders of Xactly and the receipt of certain governmental or regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the transaction on Xactly’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction, (vi) risks related to diverting management’s attention from Xactly’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the Merger and (viii) such other risks and uncertainties as identified in Xactly’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017 and Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, as filed with the SEC, which contain and identify important factors that could cause the actual results to differ materially from those contained in the forward-looking statements. Xactly assumes no obligation to update any forward-looking statement contained in this Form 8-K.

Item 9.01. Financial Statements and Exhibits

EXHIBIT INDEX

Exhibit Number		Description
2.2		Amendment to Agreement and Plan of Merger, dated as of June 20, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company, Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Excalibur Parent, LLC, and Xactly Corporation, a Delaware corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit Number		Description
2.2		Amendment to Agreement and Plan of Merger, dated as of June 20, 2017, by and among Excalibur Parent, LLC, a Delaware limited liability company, Excalibur Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Excalibur Parent, LLC, and Xactly Corporation, a Delaware corporation.

XACTLY CORPORATION

Date: July 5, 2017

/s/ Joseph C. Consul

Joseph C. Consul

Chief Financial Officer, Assistant Secretary and

Treasurer

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