UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 25, 2011
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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1-15295
(Commission File Number)
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25-1843385
(I.R.S. Employer
Identification No.) |
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1049 Camino Dos Rios
Thousand Oaks, California
(Address of principal executive offices)
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91360-2362
(Zip Code) |
Registrants telephone number, including area code: (805) 373-4545
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On January 27, 2011, Teledyne Technologies Incorporated issued a press release with respect to its
fourth quarter 2010 and full year 2010 financial results. That press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this
Item 2.02 shall in no way be deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements for Certain Officers
On January 25, 2011, the Personnel and Compensation Committee of Teledynes Board of Directors took
the following actions:
(a) The Committee authorized payment of Annual Incentive Plan (AIP) cash bonus awards to
each of the Named Executive Officers identified in Teledynes 2010 Proxy Statement with
respect to the fiscal year ended January 2, 2011. AIP award opportunities are expressed as
a percentage of a participants base salary and are based on the achievement of pre-defined
performance measures, with up to 200% of the target award eligible to be paid in the case
of significant over-achievement. The majority of the award is based on Teledynes
achievement of certain financial performance goals, with a smaller portion tied to the
achievement of pre-established individual goals. Generally, 40% of the awards are tied to
the achievement of predetermined levels of operating profit, 25% to the achievement of
predetermined levels of revenue, 15% to the achievement of predetermined levels of accounts
receivable and inventory as a percentage of revenue and 20% to the achievement of specified
individual performance objectives. These predetermined levels may vary by business unit. In
addition, a discretionary adjustment of plus or minus 20% is allowed, although aggregate
upward adjustments will not exceed 5%, unless otherwise determined by the Committee. AIP
awards are generally from a pool of up to 11% of operating profit, subject to modification
by the Committee. No AIP bonus will be earned in any year unless operating profit is
positive, after accruing for bonus payments, and operating profit is at least 75% of the
operating plan, subject in each case to modification by the Committee.
The following table sets forth the current AIP cash bonus payments for the fiscal year
ended January 2, 2011, to the Named Executive Officers identified in Teledynes 2010 Proxy
Statement. The bonus awards reflect favorable 2010 operating results compared to 2009 and
the 2010 business plan, the respective executives individual performance and other
factors, including the exercise of discretion by the Committee:
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Name |
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Position |
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2010 Bonus |
Robert Mehrabian
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Chairman, President and Chief Executive Officer
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$ |
1,765,100 |
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John T. Kuelbs
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Executive Vice President, General Counsel and Secretary
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$ |
507,200 |
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Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer
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$ |
468,300 |
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Aldo Pichelli
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President and Chief Operating Officer, Electronics and
Communications Segment
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$ |
354,300 |
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Rex Geveden
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President, Engineered Systems and Energy and Power Systems Segments
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$ |
283,100 |
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 |
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Press Release announcing fourth quarter 2010 and full year 2010 financial results
dated January 27, 2011. |
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