Corporate Governance

Our Board currently has 11 members. The Board periodically reviews the size of the Board based on factors including balancing the time demands on directors with the efficiency and the governance advantages that derive from an appropriately sized and focused group of highly skilled, experienced and independent directors. In accordance with our By-laws, our Board may adjust this number from time to time.

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Yes. Nine of our ten non-employee directors are independent. Citrix defines an “independent” director in accordance with applicable SEC and Nasdaq rules. Because it is not possible to anticipate or explicitly provide for all potential situations that may affect independence, our Board periodically reviews each director’s status as an independent director and whether any independent director has any other relationship with Citrix that, in the judgment of our Board, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities as a director.

The Nominating and Corporate Governance Committee of our Board is responsible for reviewing with the Board from time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and current make-up of our Board. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

• directors must be of the highest ethical character and share the values of Citrix as reflected in our Code of Business Conduct;
• directors must have reputations, both personal and professional, consistent with our image and reputation;
• directors must have a commitment to enhancing shareholder value and representing the long-term interests of our shareholders as a whole, not just one particular constituency;
• directors must have the ability to exercise sound business judgment based on an objective perspective;
• directors must have substantial business or professional experience in areas that are relevant to our business and be able to offer meaningful advice and guidance to our management based on that experience; and
• directors must have received a bachelor's degree from a qualified institution.

The Nominating and Corporate Governance Committee also may consider numerous other qualities, skills and characteristics when evaluating director nominees, such as:

• an understanding of and experience in software, hardware or services, technology, accounting, governance, finance and/or marketing;
• leadership experience with public companies other major complex organizations;
• experience on another public company board; and
• the specific needs of our Board and the Committees of our Board at that time.

Our Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board's approval as director nominees for election to our Board. The Nominating and Corporate Governance Committee also recommends candidates to the Board for appointment to the committees of the Board.

Neither the Nominating and Corporate Governance Committee nor the Board has a specific policy with regard to the consideration of diversity in identifying director nominees. However, both may consider the diversity of background and experience of a director nominee in the context of the overall composition of the Board at that time, such as diversity of knowledge, skills and experience. In general, the Nominating and Corporate Governance Committee seeks director nominees with the talents and backgrounds that provide our Board with an appropriate mix of knowledge, skills and experience for the needs of our business. The Nominating and Corporate Governance Committee and the Board discuss the composition of directors on our Board, including diversity of background and experience, as part of the annual Board evaluation process.

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by our shareholders. Shareholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, shall follow the procedures described below.

Generally, the Secretary of the company must receive any such recommendation for nomination not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date the Proxy Statement was sent to shareholders in connection with our preceding year’s annual meeting.

All recommendations for nomination must comply with the requirements for shareholder nominations set forth in our Bylaws, including that any such recommendation must be in writing and include the following:

• name and address of the shareholder making the recommendation, as they appear on our books and records, and of such record holder’s beneficial owner;
• number of shares of our capital stock that are owned beneficially and held of record by such shareholder and such beneficial owner;
• name of the individual recommended for consideration as a director nominee;
• all other information relating to the recommended candidate that would be required to be disclosed in solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including the recommended candidate’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if approved by our Board of Directors and elected; and
• a written statement from the shareholder making the recommendation stating why such recommended candidate meets Citrix’s criteria and would be able to fulfill the duties of a director.

Nominations must be sent to the attention of our Secretary by one of the two methods listed below:

By U.S. mail (including courier or expedited delivery service) to:

Citrix Systems, Inc.
851 West Cypress Creek Road
Fort Lauderdale, FL 33309
Attn: Secretary of Citrix Systems, Inc.

By facsimile to: (954) 337-4607
Attn: Secretary of Citrix Systems, Inc.

Our Secretary will promptly forward any such nominations to the Nominating and Corporate Governance Committee. As a requirement for being considered for nomination to our Board of Directors, a candidate will need to comply with the following minimum procedural requirements:

• a candidate must undergo a comprehensive private investigation background check by a qualified firm of our choosing;
• a candidate must complete a detailed questionnaire regarding his or her experience, background and independence;
• a candidate must submit to the Board of Directors his or her written consent to serve as director if elected; and
• a candidate must submit to our Board of Directors a statement to the effect that (1) if elected, he or she will tender promptly following his or her election an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election, and (2) upon acceptance of his or her resignation by our Board of Directors, in accordance with our Corporate Governance Guidelines, he or she shall resign as a member of the Board of Directors.
  

Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to our Board of Directors.

Yes. You may access our Corporate Governance Guidelines by clicking here.

Yes. You may access our Code of Business Conduct by clicking here.

Yes. Our Board has adopted Stock Ownership Guidelines for our directors and executive officers, which you can access by clicking here.

Under the SEC regulations, directors and executive officers are required to notify the SEC within two business days of any purchase or sale of stock. Information on the filings made by any of our directors and executive officers can be found on our website under Investor Relations and by clicking here.

Click here to obtain information about compensation of our Board.

Click here to obtain information about compensation of our executives.

Click here to access our Equity Award Grant Policy.