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): May 29, 2008
(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
N/A
(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 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Stock Option Awards and Restricted Stock Grants. On May 29, 2008, the Compensation Committee
of the Board of Directors of Graham Corporation (the “Company”) approved the grant of stock option
awards and restricted stock grants in the amounts set forth below to the Company’s executive
officers. On the same day, the Compensation Committee approved the grant of stock options in the
amounts set forth below to the Company’s directors. All such stock option awards and restricted
stock grants were made under the Amended and Restated 2000 Graham Corporation Incentive Plan to
Increase Shareholder Value (the “Plan”). Each stock option
has an exercise price of $61.75 per share (that being that closing price of the Company’s Common Stock on the American Stock Exchange
on the date of grant), vests 25% per year over four years and expires ten years from the date of
grant. The restricted stock vests 10% on the first anniversary of the date of grant, 20% on the
second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 40%
on the fourth anniversary of the date of grant.
The number of stock options awarded to the Company’s executive officers was determined by
multiplying each such officer’s base salary by 20%, and then dividing the product by the per share
option value (determined using the Black-Scholes valuation method). The number of stock options
awarded to the Company’s Directors, in aggregate, was equal to the number of stock options awarded
to the Company’s executive officers.
The number of shares of restricted stock granted to the Company’s executive officers was
determined in accordance with the Company’s Executive Bonus Plan in effect for the fiscal year
ended March 31, 2008 (“Fiscal 2008) and based on the achievement by the Company of net income and
working capital objectives during Fiscal 2008.
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Number of Shares of |
| Executive Officer Stock Option Grants |
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Number of Options |
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Restricted Stock |
James R. Lines, |
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1,266 |
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832 |
President and Chief Executive Officer |
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J. Ronald Hansen, |
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948 |
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623 |
Vice President of Finance and Administration |
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and Chief Financial Officer |
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Alan Smith, |
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557 |
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366 |
Vice President of Operations |
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| Director Stock Option Grants |
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Number of Options |
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Helen H. Berkeley |
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462 |
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Jerald D. Bidlack |
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462 |
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H. Russel Lemcke |
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462 |
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Gerard T. Mazurkiewicz |
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462 |
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James J. Malvaso |
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462 |
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Cornelius S. Van Rees |
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462 |
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Executive Officer Bonuses. On May 29, 2008, the Company’s Compensation Committee
approved the payment of cash bonuses to each of the Company’s executive officers. Such
bonuses were paid in accordance with the Company’s Executive Bonus Plan in effect for Fiscal 2008
and were based on the achievement by the Company during Fiscal 2008 of certain net income and working capital targets as well as the achievement of personal
objectives by each executive officer during such year.
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| Executive Officer |
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Total Bonus |
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James R. Lines |
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$ |
172,574 |
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President and Chief Executive Officer |
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J. Ronald Hansen, |
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92,125 |
(1) |
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Vice President of Finance and Administration and Chief Financial Officer |
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Alan E. Smith, |
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$ |
63,248 |
(2) |
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Vice President of Operations |
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(1) |
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Also includes a special $5,000 bonus related to Mr. Hansen’s achievements in connection
with the implementation of Sarbanes-Oxley internal controls. |
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(2) |
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Also includes a special $12,064 bonus in recognition of Mr. Smith’s efforts to improve
the Company’s operating performance. |