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
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May 5, 2008 |
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Transcat, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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000-03905
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16-0874418 |
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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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35 Vantage Point Drive, Rochester, New York
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14624 |
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(Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code
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585-352-7777 |
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(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. |
On May 5, 2008, the Compensation Committee of the Board of Directors of Transcat, Inc.
approved two changes to the Company’s executive compensation program for the fiscal year ending
March 28, 2009 (“fiscal year 2009”). These changes: (1) increase the targeted cash bonus award
potential for executive officers under the Company’s Performance Incentive Plan, and (2) award
performance-based restricted stock awards in place of stock options as a primary component of
executive compensation.
The Company’s Performance Incentive Plan provides for performance-based, non-equity incentive
cash awards if the Company attains specific targeted performance goals and, for certain
participants, if they attain specific individual targeted performance goals. Assuming these
targets are met, Charles P. Hadeed, the Company’s President, Chief Executive Officer and Chief
Operating Officer, and John J. Zimmer, the Company’s Vice President of Finance and Chief Financial
Officer, among other executive officers, are eligible to receive awards under the Performance
Incentive Plan. Mr. Hadeed’s eligibility is based entirely on Company performance objectives and
Mr. Zimmer’s is divided equally between Company performance objectives and individual performance
objectives.
The following table shows the target non-equity incentive cash award amount as a percentage of
base salary for Mr. Hadeed and Mr. Zimmer for fiscal year 2009:
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Target non-equity incentive plan award as a |
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percentage of base salary |
Charles P. Hadeed |
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55 |
% |
John J. Zimmer |
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45 |
% |
All other relative weighting factors as previously set forth in the Performance Incentive Plan
remain the same.
The performance-based restricted stock awards will vest after three years subject to certain cumulative
diluted earnings per share growth over the eligible three-year period.
Accordingly, on May 5, 2008, the Compensation Committee granted Mr. Hadeed a 20,000
share performance-based restricted stock award and Mr. Zimmer a 6,000 share performance-based restricted stock award.
SIGNATURES
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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TRANSCAT, INC. |
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Dated: May 9, 2008
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By:
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/s/ John J. Zimmer |
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John J. Zimmer
Vice President of Finance and Chief Financial Officer |