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): March 31, 2009
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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6001
36th
Avenue West
Everett,
Washington
www.intermec.com
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98203-1264
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(Address of
principal executive offices and internet site)
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(Zip
Code)
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| (425) 265-2400 | |||||
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| No Change | |||||
| (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:
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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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1. 2009 Management Incentive
Compensation Plan
On March
31, 2009, the Compensation Committee of our Board of Directors established the
2009 Management Incentive Compensation Plan (“MICP”) which sets forth
performance goals and targets for bonuses for calendar year 2009 for certain
officers and other employees, including our Named Executive Officers named in
our 2008 proxy statement (“NEOs”).
Payments
of bonuses under the MICP are made annually only.
The
performance goals and weight factors applicable under the MICP are as
follows:
• Achievement
of Operating Profit versus Revenue, 50% weighting
• Achievement
of Operating Profit versus Average Invested Capital, 50% weighting
Each NEO
is assigned an individual target opportunity for MICP payments, ranging from 50%
to 100% of his or her actual 2009 base salary. The target percentage
opportunity under the MICP for each NEO is the same as it was in 2008, which was
reported in our Current Report on Form 8-K dated February 19, 2008 and is
incorporated herein by reference. The target percentage opportunity
for our Chief Financial Officer, Robert J. Driessnack, is 60% of his base
salary.
For
purposes of the MICP, “Average Invested Capital” has the same meaning as
“Invested Capital” as described below under the 2009-2011 PSU
Program.
2. 2009-2011 Award Period
Under the 2008 Long Term Performance Share Program
On March
31, 2009, the Compensation Committee of our Board of Directors established the
2009-2011 performance measures under our 2008 Long-Term Performance Share
Program (“PSU Program”), which is a program under our 2008 Omnibus Incentive
Plan (the “2008 Omnibus Plan”).
The PSU
Program was established in May 2008 after stockholder approval of the 2008
Omnibus Plan, and is comparable to a similar program under our 2004 Omnibus
Incentive Compensation Plan, the predecessor plan to the 2008 Omnibus Plan. The
Committee establishes target awards of Performance Share Units (“PSUs”) at the
beginning of each three-year award period. Participants, who include our NEOs,
are assigned individual target opportunities for PSU Program payouts and receive
payouts in the form of common stock at the end of the three-year period, in an
amount dependent on the degree to which the assigned targets were achieved
during an assigned performance period. Participants can earn from 0%
to 200% of their target PSU award depending on whether the Company's performance
is below, at or above target.
The performance goals and weight factors applicable to participants under the 2009-2011 PSU Program performance period differ from prior years’ and are as follows:
• Achievement
of Diluted Earnings per Share from continuing operations, 50%
weighting
• Achievement
of Return on Invested Capital, 50% weighting.
“Return
on Invested Capital” is defined as business operating profit divided by the
average of the 13 month-end amounts of Invested Capital (December of the
preceding year and twelve months in the current year). “Invested
Capital” is defined as (Total Equity + Pension Liabilities) – (Cash and Cash
Equivalents). The
achievement of each goal will be separately determined as a percentage of target
based on fiscal year 2010 results.
In prior
years, the performance period was three years. The performance period
for the 2009-2011 PSU Program is two years. The Compensation
Committee of our Board of Directors will determine achievement of performance
goals after the end of 2010, based on fiscal year 2010 results. At
that time, the number of shares to be issued to each participant will be fixed
and will be subject to a forfeiture restriction until December 31,
2011.
The
Compensation Committee has amended the PSU Program and the form of Long-Term
Performance Share Program Agreement for the 2009-2011 PSU Program (the “PSU
Agreement”) to reflect these changes in the program. The PSU Program,
as amended, and the PSU Agreement, as amended, are filed as Exhibit 10.1 and
Exhibit 10.2, respectively, with this Current Report.
3. Restricted Stock Unit
Awards
On March
31, 2009, the Compensation Committee of our Board of Directors awarded
restricted stock units (“RSUs”) to certain of our officers, including certain of
our NEOs, as part of the long-term incentive compensation program for
2009. The RSUs will vest in three approximately equal increments
beginning on the first anniversary of the date of grant, and will be paid out in
shares of our common stock. The NEOs who received awards were Mr.
Byrne, for 40,000 RSUs, and Ms. Harwell, for
13,333 RSUs. Mr.
Driessnack received 13,333 RSUs.
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Item
8.01
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Other
Events.
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Our
Compensation Committee approved and adopted amendments to the severance plans
applicable to our executive officers, including our NEOs, and consolidated them
into a single “Corporate Executive Severance Plan.” None of the
amendments materially modified the prior severance plans. The
Corporate Executive Severance Plan is filed as Exhibit 10.3 with this Current
Report.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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10.1
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2008
Long-Term Performance Share Program, as amended
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10.2
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Long-Term
Performance Share Program Agreement, as amended (2009-2011
award period)
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10.3
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Corporate
Executive Severance Plan
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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.
Intermec,
Inc.
(Registrant)
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Date:
April 3, 2009
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By: /s/ Robert J.
Driessnack
Robert J. Driessnack
Senior Vice President and Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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2008
Long-Term Performance Share Program, as amended
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10.2
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Long-Term
Performance Share Program Agreement, as
amended (2009-2011 award period)
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10.3
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Corporate
Executive Severance Plan
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