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): March 11, 2010
Graham Corporation
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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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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| 20 Florence Avenue, Batavia, New York
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (585) 343-2216
(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)) |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2010, the Compensation Committee of the Board of Directors of Graham Corporation
(the “Company”) approved increases to the base salaries of Graham’s named executive officers, to be
effective April 1, 2010, as follows:
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New |
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| Named Executive Officer |
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Current Base Salary |
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Percentage Increase |
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Base Salary |
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James R. Lines, |
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265,000 |
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3.8% |
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275,000 |
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President and Chief Executive Officer |
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Jeff Glajch, |
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$ |
210,000 |
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3.0% |
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$ |
216,300 |
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Vice President — Finance &
Administration and Chief Financial
Officer |
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Alan Smith, |
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$ |
178,190 |
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3.0% |
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$ |
183,536 |
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Vice President of Operations |
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Jennifer Condame, |
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$ |
128,750 |
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3.0% |
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$ |
132,613 |
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Controller and Chief Accounting Officer |
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On March 11, 2010, the Compensation Committee also increased Mr. Lines’ target percentage
under the Company’s Annual Stock-Based Long-Term Incentive Award Plan for Senior Executives (the
“Stock Bonus Plan”) from 35% to 42%, commencing with the fiscal year beginning April 1, 2010. The
Stock Bonus Plan is described in the Company’s definitive proxy statement filed with the Securities
and Exchange Commission on May 17, 2009 under the heading “Compensation of Named Executive Officers
and Directors — Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation.”
Item 8.01. Other Events.
On March 11, 2010, the Company issued a press release announcing the payment of a cash dividend.
The Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1 |
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Press Release dated March 11, 2010 of Graham Corporation regarding the payment of a cash dividend. |