UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20579
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) -- August 4, 2006
LITTELFUSE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20388 36-3795742
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 East Northwest Highway, Des Plaines, IL 60016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 824-1188
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:
[ ] 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 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
EXECUTIVE COMPENSATION
On August 4, 2006, the Board of Directors of Littelfuse, Inc. (the
"Company"), upon the recommendation of the Compensation Committee,
determined to change the effective date of executive pay increases from
July 1 to February 1 to align the executives with all Company associates.
In connection with this alignment, the annual salary for each of Mr. Gordon
Hunter, the Chairman of the Board, President and Chief Executive Officer of
the Company, and Mr. Philip G. Franklin, Vice President, Operations Support
and Chief Financial Officer, Mr. David R. Samyn, Vice President and General
Manager, Electronics Business Unit, Mr. David W. Heinzmann, Vice President
and General Manager, Automotive Business Unit, and Mr. Dal Ferbert, Vice
President and General Manager, Electrical Business Unit, the four most
highly compensated executive officers of the Company other than the Chief
Executive Officer (the "Other Executive Officers"), will increase 2%,
effective February 1, 2007, from the amounts set forth on the Company's
Summary of Executive Officer Compensation attached as Exhibit 99.3 to the
Company's Current Report on Form 8-K dated May 5, 2006 (the "May 2006
8-K").
In addition, the Board of Directors of the Company, upon the recommendation
of the Compensation Committee, determined to increase the target amounts to
be awarded under the Annual Incentive Plan for fiscal year 2007 for Mr.
Hunter to 90% of annual salary, for Mr. Franklin to 60% of annual salary
and for each of Messrs. Samyn, Heinzmann and Ferbert to 50% of annual
salary, from the levels established for fiscal year 2006 as set forth on
the Company's Summary of Executive Officer Compensation attached as Exhibit
99.3 to the May 2006 8-K.
Finally, the Board of Directors of the Company, upon the recommendation of
the Compensation Committee, determined to amend the Change of Control
Employment Agreement for each of Mr. Hunter and the Other Executive
Officers, effective September 1, 2006, to revise the Change of Control
period from two years to three years, and to revise provisions regarding
the timing of deferral elections, the timing of lump sum payments and tax
treatment to comply with Section 409A of the Internal Revenue Code. The
Change of Control Agreements will terminate on January 1, 2009.
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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 thereunto duly authorized.
LITTELFUSE, INC.
Date: August 8, 2006 By: /s/ Philip G. Franklin
-----------------------------------
Philip G. Franklin
Vice President, Operations
Support and Chief Financial Officer
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