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): July 9, 2008
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
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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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. |
On June 27, 2008, J. Ronald Hansen announced his retirement from Graham Corporation
(“Graham”), effective August 1, 2008. Mr. Hansen will continue to be engaged by Graham in a
consulting capacity from August 1, 2008 through January 31, 2009 pursuant to a Professional
Consulting Agreement (the “Agreement”) dated July 9, 2008. Under the Agreement, Mr. Hansen will
provide Graham with up to 104 hours of consulting services a month for a monthly consulting fee of
$13,520. Pursuant to the Agreement, Mr. Hansen will also: (i) be reimbursed for out-of pocket
expenses incurred by him during the term of the Agreement; (ii) receive 4/12 of the cash bonus he
would have been eligible to receive had he remained employed with Graham on a full-time basis
through March 31, 2009; and (iii) be reimbursed for his COBRA premiums and covered under Graham’s
self-insured dental plan during the term of the Agreement. The Agreement contains such other terms
and provisions, including but not limited to provisions related to non-competition, non-disclosure
and confidentiality, as are customarily found in similar agreements.
A copy of the Agreement 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 |
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99.1
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Professional Consulting Agreement dated July 9, 2008 between
Graham Corporation and J. Ronald Hansen. |