UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 7, 2006
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METHODE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
State of Other Jurisdiction
of Incorporation
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0-2816
Commission File Number
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36-2090085
I.R.S. Employer
Identification Number |
7401 West Wilson Avenue, Chicago, Illinois 60706
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (708) 867-6777
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:
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Board of Directors Compensation
On August 7, 2006, the Compensation Committee of Methode Electronics, Inc. (the “Company”)
approved a Restricted Stock Award to each non-employee director of 3,000 shares of Restricted Stock
under the 2004 Stock Plan (the “Plan”). One-third of each award will vest annually beginning the
last day of the fiscal year, 2007. The following directors received these awards: Warren L. Batts,
J. Edward Colgate, Darren M. Dawson, Isabelle C. Goossen, Christopher J. Hornung, Paul G. Shelton,
Lawrence B. Skatoff and George S. Spindler.
A copy of the form of Restricted Stock Award Agreement (Outside Director) is filed with this
report as Exhibit 10.1.
Executive Officer Compensation
Also on August 7, 2006, the Compensation Committee approved performance-based Restricted Stock
Awards to the executive officers of the Company under the Plan. For each of these officers, the
restricted stock awards vest on May 2, 2009, only if the Company has met certain financial targets
based upon revenue growth and return on invested capital. All of the restricted stock awards are
entitled to payments of dividends. A copy of the form of Restricted Stock Award Agreement
(Executive/Performance-Based) is filed with this report as Exhibit 10.2.
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Shares of Restricted Stock Issued |
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Donald W. Duda |
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100,000 |
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Douglas A. Koman |
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23,000 |
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Robert J. Kuehnau |
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13,090 |
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Thomas D. Reynolds |
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45,000 |
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Paul E. Whybrow |
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7,000 |
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In connection with these restricted stock awards, the Company agreed to pay each such officer
a cash bonus if the Company exceeds the financial targets for revenue growth and return on invested
capital, which shall be measured as of May 2, 2009. The amount of the cash bonuses, if any, will
be calculated by multiplying the number representing 50% of each officer’s restricted stock award
described above by the closing price of the Company’s common stock as of May 2, 2009. A copy of
the form of Cash Award Agreement is filed with this report as Exhibit 10.3.