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) April 23, 2009
Diebold, Incorporated
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-4879
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34-0183970 |
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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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| 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio
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44720-8077 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 490-4000
Not Applicable
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2009, at the annual meeting of shareholders of Diebold, Incorporated (the
“Company”), the shareholders of the Company, upon the recommendation of the Company’s Board of
Directors (the “Board”), approved amendments to the Diebold, Incorporated Amended and Restated 1991
Equity and Performance Incentive Plan (the “1991 Plan”). The Board adopted the amended and
restated 1991 Plan (the “Amended and Restated Plan”), subject to shareholder approval, on March 4,
2009.
The Amended and Restated Plan incorporates an amendment to increase the number of shares
available under, and make certain other changes in, the existing plan (the “Amendments”). The
Amended and Restated Plan provides for a variety of compensatory awards designed to advance the
Company’s long-term interests by encouraging stock ownership among its key employees. Among other
things, the Amendments: (1) increased the number of shares of Common Stock available by 4,000,000
to 13,265,313 shares; (2) eliminated the provision for the grant of re-load option rights; (3)
clarified that, except upon the occurrence of certain extraordinary corporate transactions, there
can be no repricing of outstanding option rights and appreciation rights without shareholder
approval; and (4) extended the term after which no grant may be made to 10 years from March 4,
2009. The Board also adopted an amendment to the Amended and Restated Plan on April 13, 2009 to
revise the definition of “Change in Control” to provide that a Change in Control shall occur upon
the acquisition by any individual, entity or group of beneficial ownership of 30% or more of the
Company’s Common Stock or Voting Stock (as defined in the Amended and Restated Plan).
The description of the Amended and Restated Plan contained herein is qualified in its entirety
by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 to
this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit Number |
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Description |
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10.1
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Diebold, Incorporated Amended and Restated 1991 Equity and Performance
Incentive Plan, as Amended and Restated. |