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): February 19, 2010
UFP Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-12648 |
04-2314970 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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172 East Main Street, Georgetown, MA |
01833-2107 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(978) 352-2200
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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))
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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. |
Base Salaries
On February 19, 2010, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of UFP Technologies, Inc. (the “Company”) approved increases in the base salaries of its named executive officers effective January 1, 2010. The following table sets forth the new base salaries of each of the Company’s named executive officers.
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Name and Title |
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2010 Base Salary |
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R. Jeffrey Bailly, |
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$ |
330,000 |
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Ronald
J. Lataille, |
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$ |
220,000 |
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Richard
LeSavoy, |
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$ |
220,000 |
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Mitchell
Rock, |
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$ |
210,000 |
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Daniel
J. Shaw, Jr., |
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$ |
168,000 |
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Stock Unit Awards
On February 19, 2010, the Compensation Committee approved, under and pursuant to the Company’s 2003 Incentive Plan, the grant of stock unit awards to the Company’s named executive officers as indicated below. Subject to the terms of the Company’s 2003 Incentive Plan and the stock unit award agreement evidencing each such award, each stock unit award provides the recipient with the right to receive one share of common stock of the Company. Recipients of the stock unit awards will have no rights as stockholders of the Company in respect thereof, including, without limitation, the right to vote or to receive dividends, until and to the extent any applicable performance objectives have been satisfied, such stock unit awards have vested, and the issuance of the shares of common stock in respect of the stock unit awards has been appropriately evidenced.
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Name and Title of Recipient of Stock Unit Awards |
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Number of Stock Unit |
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Number of Stock Unit |
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Number of Stock Unit |
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R. Jeffrey Bailly, |
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13,852 |
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13,852 |
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13,852 |
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Ronald
J. Lataille, |
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3,247 |
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3,247 |
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3,247 |
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Richard
LeSavoy, |
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3,247 |
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3,247 |
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3,247 |
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Mitchell
Rock, |
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3,247 |
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3,247 |
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3,247 |
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Daniel
J. Shaw, Jr., |
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2,597 |
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2,597 |
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2,597 |
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The stock unit awards listed in columns “A,” “B” and “C” above are subject to (i) time-based and continuous employment vesting requirements and (ii) the Company meeting certain financial performance objectives, described below (the “Performance Objectives”). The Compensation Committee shall determine whether and to what extent any of the Performance Objectives have been achieved by the Company. Such determination is currently expected to take place in February or March 2011. Assuming achievement of any of the Performance Objectives, one-third of the applicable awards shall vest on the first anniversary of such determination by the Compensation Committee (i.e., they are expected to vest in February or March 2012), one-third of the applicable awards shall vest on the second anniversary of such determination (i.e., they are expected to vest in February or March 2013) and one-third of the applicable awards shall vest on the third anniversary of such determination (i.e., they are expected to vest in February or March 2014), provided that the recipient remains continuously employed by the Company through each such vesting date.
The Performance Objectives are based on the Company’s operating income for the Company’s fiscal year ended December 31, 2010, relative to specified operating income target amounts established by the Compensation Committee. If the Company achieves the “threshold” operating income, then all of the stock unit awards listed in column “A” above will be eligible to become vested, subject to the time-based vesting and continuous employment requirements described above. If the Company achieves the “target” operating income, then all of the stock unit awards listed in column “B” above (in addition to the stock unit awards listed in column “A” above) will be eligible to become vested, subject to the time-based vesting and continuous employment requirements described above. To the extent the Company achieves in excess of the “target” operating income, stock unit awards listed in column “C” above (in addition to the stock unit awards listed in columns “A” and “B” above) will be eligible to become vested, subject to the time-based vesting and continuous employment requirements described above, based on a straight-line interpolation of the “target” operating income established by the Compensation Committee in increments of 20% of such stock unit awards, up to the maximum amount listed in column “C” above, which represents “exceptional” operating income, as established by the Compensation Committee. For purposes of determining whether or not any of the Performance Objectives are met, the Compensation Committee will disregard (i) non-recurring restructuring charges related to plant closings and consolidations and (ii) the impact of acquired or disposed of operations during the fiscal year ended December 31, 2010.
Any unvested stock unit awards shall terminate upon the cessation of a recipient’s employment with the Company. In the event of a change in control of the Company (as defined in the stock unit award agreement evidencing the award) at any time following the completion of the Company’s 2010 fiscal year, provided that the recipient has been continuously employed by the Company through the date immediately prior to the effective date of such change in control, then subject to achievement of any of the Performance Objectives, the applicable stock unit awards listed in each of columns “A,” “B” and “C” above, to the extent not already vested, shall become fully vested immediately prior to the effective date of such change in control.
Chief Executive Officer’s Corporate Financial Goal Bonus
Also at its February 19, 2010 meeting, the Compensation Committee approved a cash bonus award to Mr. Bailly. This award was made under and pursuant to the 2003 Incentive Plan. The amount of the cash bonus award is based on the Company’s achievement of a specified operating income target for 2010 established by the Compensation Committee. The target amount of the cash bonus award is $148,500. The actual amount of the cash bonus award, if
any, will be subject to increase or decrease relative to the difference between the 2010 operating income target established by the Compensation Committee and the Company’s actual 2010 operating income, according to a formula established by the Compensation Committee. The maximum amount that may be awarded is $330,000. If the Company’s actual 2010 operating income is less than 80% of the 2010 operating income target established by the Compensation Committee, the cash bonus award will be zero. For purposes of determining whether or not the specified operating income target for 2010 established by the Compensation Committee is met, the Compensation Committee will disregard (i) non-recurring restructuring charges related to plant closings and consolidations and (ii) the impact of acquired or disposed of operations during the fiscal year ended December 31, 2010. In connection with this award, the Compensation Committee also approved the grant to Mr. Bailly of the right to elect to take up to 50% of such cash bonus award, if any, in the form of common stock of the Company.
Chief Executive Officer’s Individual Goal Cash Bonus
Also at its February 19, 2010 meeting, the Compensation Committee approved the terms of a discretionary cash bonus plan for Mr. Bailly. Under the cash bonus plan, Mr. Bailly shall be entitled to receive an amount of up to $49,500 in cash, based on his achievement during 2010 of individual performance criteria established by the Compensation Committee. The Compensation Committee retained sole discretion over all matters relating to the potential cash bonus payment, including, without limitation, the decision to pay any bonus, the amount of the bonus, if any, up to the $49,500 maximum amount, and the ability to make changes to any performance measures or targets.
SIGNATURE
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 hereunto duly authorized.
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Dated: February 25, 2010 |
UFP TECHNOLOGIES, INC. |
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By: |
/s/ Ronald J. Lataille |
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Ronald J. Lataille,
Chief Financial |