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
July
27, 2010
Date of Report (Date of earliest
event reported)
IPG
PHOTONICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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0001-33155
(Commission File
No.)
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04-3444218
(IRS
Employer
Identification
No.)
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50
Old Webster Road
Oxford,
Massachusetts 01540
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (508) 373-1100
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:
□ 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))
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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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The
amendments include the following: (1) an increase in the number of stock options
granted to directors upon initial election to the Board to options to purchase
25,000 shares of common stock, (2) a change in the vesting of stock options
granted to directors upon initial election to the Board to 25% on the earlier of
the first anniversary of the date of grant, and 6.25% on each of the following
twelve quarters, and (3) additional compensation to the presiding independent
director equal to 50% the annual cash Board retainer and 50% of the annual Board
equity compensation granted to the non-employee directors.
The
foregoing description of the amendments to the IPG Photonics
Non-Employee Director Compensation Plan does not purport to be complete and is
qualified in its entirety by reference to the amended IPG Photonics Non-Employee
Director Compensation Plan, a copy of which is attached as an exhibit to this
Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
– Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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IPG
Photonics Non-Employee Director Compensation Plan, amended July 27,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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IPG PHOTONICS
CORPORATION
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July
27, 2010
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/s/
Angelo P. Lopresti
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Angelo
P. Lopresti
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Vice
President, General Counsel & Secretary
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Exhibits
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Exhibit
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Number
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Description
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10.1
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IPG
Photonics Non-Employee Director Compensation Plan, amended July 27,
2010
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Exhibit
10.1
IPG
PHOTONICS NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
A.
Non-Employee Directors of IPG Photonics Corporation (the “Company”) will receive
an annual cash retainer of $35,000, but will not receive separate fees for
attending meetings of the Board of Directors or stockholders. Non-Employee
Directors are expected to attend in person all Board meetings, except for
telephonic meetings formally called.
B. The
Chairman and Members of the Audit, Compensation, Nominating and Corporate
Governance and Other Committees will also receive cash annual retainers as set
forth below, but will not receive separate fees for attending meetings of
Committees. Non-Employee Director Committee Members are expected to attend in
person all Committee meetings, except for telephonic meetings formally
called.
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Chairman
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Member
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Audit
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$20,000
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$10,000
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Compensation
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$15,000
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$7,500
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Nominating
& Corporate Governance
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$10,000
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$5,000
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Other
Committees
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$5,000
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$2,500
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C. Upon
initial election to the Board, each new Non-Employee Director will be granted
options to purchase 25,000 shares of the Company’s common stock at an exercise
price equal to the fair market value of the shares of the Company’s common stock
on the date of the grant. The options will have a term of ten (10)
years and will vest 25% on the earlier of the first anniversary of the date of
grant and 6.25% on each of the following twelve quarters.
D. Each
Non-Employee Director continuing in office after an annual meeting of
stockholders will be granted immediately following such meeting: (i) options to
purchase 6,667 shares of the Company’s common stock at an exercise price equal
to the closing price on the date of the annual stockholders meeting the
fair market value of the shares of the Company’s common stock on the date of the
grant, and (ii) restricted stock units representing 1,000 notional shares of the
Company’s common stock. The options and restricted stock units will
vest 100% on the earlier of the first anniversary of the date of grant or the
next annual stockholders meeting and will have a ten year
term.
E. Any
unvested options of a Non-Employee Director who retires, in accordance with the
Non-Employee Directors Stock Plan, as amended from time to time, after eight
years of service on the Board will vest on the last day of such Director’s
service. This will apply only to options granted on or after
June 21, 2006.
F. In
addition to the other compensation provided for herein, the presiding
independent director will also receive (i) cash compensation equal to 50% of the
annual cash retainer set forth in Section A above and (ii) equity compensation
equal to 50% of the equity compensation set forth in Section D above and
otherwise having the same conditions in such Section D (except that for the
grant of equity compensation under this Section F in 2010, the date of grant
shall be August 5, 2010).
Adopted
June 21, 2006, as amended April 16, 2007, March 4, 2009 and July 27,
2010