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): September 1, 2011
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
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| Wisconsin
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1-14959
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39-0971239 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6555 West Good Hope Road
Milwaukee, Wisconsin
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53223 |
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(Zip Code) |
Registrant’s telephone number, including area code: (414) 358-6600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS;
APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e) Effective September 1, 2011, the holders of the Corporation’s Class B Common Stock, by
unanimous written consent covering 100% of the 3,538,628 outstanding shares, approved an amendment
to the Brady Corporation Incentive Compensation Plan For Elected Corporate Officers (the “Current
Plan”) increasing the annual limitation on bonus awards granted to any participant under the
Current Plan from $1.5 million to $2.0 million. A copy of the Current Plan, as amended, is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Effective September 1, 2011, the holders of the Corporation’s Class B Common Stock, by
unanimous written consent covering 100% of the 3,538,628 outstanding shares, also approved the
Brady Corporation Incentive Compensation Plan for Senior Executives (the “New Plan”), which is
intended to replace the Current Plan beginning with fiscal 2012 awards. Under the terms of the New
Plan, certain senior executives of the Corporation are eligible to receive bonus awards that are
intended to constitute “qualified performance-based compensation” under Section 162(m) of the
Internal Revenue Code. The foregoing description of the New Plan does not purport to be complete
and is qualified in its entirety by reference to the full text of the New Plan, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The information set forth above under Item 5.02 is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following are filed as Exhibits to this Report.
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| Exhibit No. |
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Description of Exhibit |
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10.1 |
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Brady Corporation Incentive Compensation Plan For Elected Corporate Officers, as amended |
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10.2 |
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Brady Corporation Incentive Compensation Plan for Senior Executives |