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): November 9, 2006
ESCO TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in Charter)
Missouri 1-10596 43-1554045
(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation) File Number) Identification No.)
9900A Clayton Road, St. Louis, Missouri 63124-1186
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-213-7200
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the
Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.113d-4 (c))
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers
On November 9, 2006, the Human Resources and Compensation Committee (the
"Committee") of the Registrant's Board of Directors took the following actions
with respect to the fiscal year 2007 bonuses to be paid to the Registrant's
executive officers. Each executive officer's bonus target is divided between two
plans: (i) the Performance Compensation Plan (the "PCP") and (ii) the Incentive
Compensation Plan For Executive Officers (the "ICP"):
1. Under the PCP, the Committee approved the fiscal year 2007 evaluation
criteria for the determination of the actual PCP bonuses to be paid to
the executive officers after the end of the fiscal year. The Committee
will evaluate and measure the performance of the executive officers
based on the achievement of various Company and individual objectives,
weighted as follows: operating results--20%; shareholder value--30%;
economic profit improvement--10%; growth--10%; and individual
objectives--30%.
2. Under the ICP, the Committee approved the fiscal year 2007 earnings
per share matrix, which is the evaluation criterion for the
determination of the actual ICP bonuses to be paid to the executive
officers after the end of the fiscal year.
Prior to November 9, 2006, the Committee had, for each of the PCP and the ICP,
approved the fiscal year 2007 bonus targets for the executive officers, as
follows: V.L. Richey--20% of fiscal year 2007 total cash compensation;
G.E.Muenster and A.S. Barclay--15% of fiscal year 2007 total cash compensation.
Actual bonuses to be paid under each of the PCP and the ICP for fiscal year 2007
may vary from their respective bonus targets: (i) depending on the extent to
which performance exceeds or falls below the fiscal year 2007 evaluation
criteria described in paragraph 1 above, in the case of the PCP; and (ii) based
upon the application of the fiscal year 2007 ICP earnings per share matrix
described in paragraph 2 above, in the case of the ICP.
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.
ESCO TECHNOLOGIES INC.
Dated: November 15, 2006 By: /s/ G.E. Muenster
G.E. Muenster
Senior Vice President and
Chief Financial Officer