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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
November 3, 2008
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-13215
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76-0419383 |
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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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1800 Gardner Expressway
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Quincy, Illinois
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62305 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code)
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):
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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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TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Certain Officers.
Mr. Richard
C. Steber, Vice President & General Manager, Engineered Products Division, has
advised Gardner Denver, Inc. (Company) of his intention to retire effective January 2, 2009.
(e) Compensatory Arrangements of Certain Officers.
Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated (Incentive Plan).
On November 3, 2008, the Companys Board of Directors approved the amendment and/or
restatement of its Incentive Plan, in which the Companys named executive officers participate,
effective November 3, 2008. The approved Incentive Plan, filed as Exhibit 10.1 to this Report on
Form 8-K and incorporated by reference herein, effected the following changes: (1) revised the
legal term from Change of Control to Change in Control and modified the definition to be
consistent with the Companys change in control agreements and Annual Executive Bonus Plan, As
Amended and Restated (Bonus Plan); (2) modified the right to payment in the event of a Change in
Control; (3) revised the payment terms to ensure compliance with Section 409A of the Internal
Revenue Code (Section 409A); and (4) added an interpretation and savings clause which requires
the Incentive Plan to be interpreted consistent with the terms of Section 162(m) of the Internal
Revenue Code (Section 162(m)) and Section 409A.
On November 3, 2008, the Companys Management Development and Compensation Committee
(Compensation Committee) approved the form of the long-term cash bonus agreement (LTCB
Agreement), filed as Exhibit 10.2 to this Form 8-Kand incorporated by reference herein. In
addition to the changes made to incorporate the updated provisions of the Incentive Plan, the form
LTCB Agreement was also revised to (1) add a clawback provision that confers full discretion to the
Compensation Committee to require an employee to forfeit a bonus should the employee violate the
non-compete, non-solicitation and non-disclosure clauses of the LTCB Agreement; and (2) add a
clawback provision that confers full discretion to the Compensation Committee to recover an award
in the event of a restatement of earnings within 12 months of receiving a bonus.
Gardner Denver, Inc. Annual Executive Bonus Plan, As Amended and Restated.
On November 3, 2008, the Companys Board of Directors also approved the amendment and/or
restatement of its Bonus Plan, in which the Companys named executive officers participate,
effective November 3, 2008. The approved Bonus Plan, filed as Exhibit 10.3 to this Report on Form
8-K and incorporated by reference herein, effected the following changes: (1) revised the legal
term from Change of Control to Change in Control and modified the definition to be consistent
with the Companys change in control agreements and Incentive Plan; (2) modified the right to
payment in the event of a Change in Control; (3) revised the payment terms to ensure compliance
with Section 409A; and (4) added an interpretation and savings
clause which requires the Bonus Plan to be interpreted consistent with the terms of Section 162(m)
and Section 409A.
Change in Control Agreements
On November 3, 2008, the Companys Compensation Committee approved new forms of the Companys
change in control agreements (CIC Agreements), filed as Exhibit 10.4 and 10.5 to this Form 8-K
and incorporated by reference herein. The terms of the CIC Agreements are materially consistent
with the terms of the previous change in control agreements except as pertains to the following
changes:
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Revised the definition of Bonus Amount to mean the target annual cash bonus paid or
payable to Executive by the Company pursuant to the Bonus Plan for the
last full fiscal year ending immediately before Executives Notice of Termination; |
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Added an In-Kind Benefits Clause to detail the specified time health care benefits would
be payable; and |
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Added an interpretation and savings clause which requires terms of the CIC Agreements to
be interpreted consistent with the terms of Section 162(m) and Section 409A. |
The summaries of the changes to the Incentive Plan, LTCB Agreement, Bonus Plan, and CIC Agreements
do not purport to be complete and are subject to and qualified in their entirety by reference to
the text of the Incentive Plan, LTCB Agreement, Bonus Plans and CIC Agreements, filed as Exhibit
10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Report on Form 8-K and incorporated by
reference herein.
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Item 7.01 |
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Regulation FD Disclosure. |
During
the week of
November 10th, the Company plans to make a presentation, which includes non-public information, at
both the Sidoti & Company, LLC, Fourth Annual Midwest Cash Flow Value Emerging Growth Conference
and Robert W, Baird & Co.s 2008 Industrial Conference, respectively. The Company will also
make this presentation to current and potential investors at meetings scheduled during the next
several weeks.
A copy of the presentation is furnished as Exhibit 99.1 to this Current Report and shall not
be deemed filed under the Securities Exchange Act of 1934, as amended. The presentation materials
will also be posted in the Investor Information section of the Companys website,
http://www.gardnerdenver.com/ir_presentations.aspx for 30 days after the event.
On November 5, 2008, the Company issued a press release (the Press Release) announcing that
its Board of Directors approved a stock repurchase program authorizing the Company to repurchase up
to an aggregate of 3,000,000 shares of its common stock, subject to certain restrictions, in the
open market or through privately negotiated transactions. The repurchase program replaces the
Companys previous repurchase program announced in
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November 2007 pursuant to which the Company has repurchased all available shares. A copy of
the Press Release is furnished herewith as Exhibit 99.2 to this Form 8-K.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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10.1
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Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated |
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10.2
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Form of Gardner Denver, Inc. Long-Term Cash Bonus Agreement |
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10.3
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Gardner Denver, Inc. Executive Annual Bonus Plan, As Amended and Restated |
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10.4
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Form of Gardner Denver, Inc. Change in Control Agreement |
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10.5
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Form of Gardner Denver, Inc. Change in Control Agreement for our President and Chief
Executive Officer and Executive Vice President, Finance and Chief Financial Officer |
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99.1
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Gardner Denver, Inc. investor presentation dated November 2008 |
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99.2
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Gardner Denver, Inc. Press Release dated November 5, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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GARDNER DENVER, INC.
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Date: November 7, 2008 |
By: |
/s/ Diana C. Toman
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Diana C. Toman |
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Senior Counsel & Corporate Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Gardner Denver, Inc. Long-Term Incentive Plan, As Amended and Restated |
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10.2 |
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Form of Gardner Denver, Inc. Long-Term Cash Bonus Agreement |
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10.3 |
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Gardner Denver, Inc. Executive Annual Bonus Plan, As Amended and
Restated |
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10.4 |
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Form of Gardner Denver, Inc. Change in Control Agreement |
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10.5 |
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Form of Gardner Denver, Inc. Change in Control Agreement for our President and Chief Executive
Officer and
Executive Vice
President, Finance
and Chief Financial Officer |
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99.1 |
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Gardner Denver, Inc. investor presentation dated November 2008 |
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99.2 |
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Gardner Denver, Inc. Press Release dated November 5, 2008 |
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