UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 10, 2013
Date of Report (date of earliest event reported)
PCTEL, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27115 | 77-0364943 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
471 Brighton Drive
Bloomingdale, Illinois 60108
(Address of Principal Executive Offices, including Zip Code)
(630) 372-6800
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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(b)) |
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Named Executive Officers Base Salary
On January 10, 2013, the Compensation Committee of the Board of Directors of PCTEL, Inc. (the “company” or “PCTEL”) approved the base salary of the named executive officers of the company other than the Chief Executive Officer (“CEO”). The annual base salary for each of the named executive officers (other than the CEO) will be increased as shown in the table below:
| Officer Name |
Title |
Base Salary April 1, 2012 |
Base Salary Effective February 1, 2013 |
|||||||
| John W. Schoen |
Chief Financial Officer | $ | 260,000 | $ | 268,000 | |||||
| Jeffrey A. Miller |
President, Connected Solutions | $ | 270,000 | $ | 300,000 | |||||
| Anthony Kobrinetz |
COO Connected Solutions, Corporate CIO/CTO |
$ | 240,000 | $ | 248,000 | |||||
| Varda A. Goldman |
Senior Vice President & General Counsel | $ | 200,000 | * | $ | 235,000 | ||||
| * | This base salary was increased from $200,000 to $220,000 effective August 1, 2012 in connection with assignment of additional responsibilities. |
Adoption of Change in Maximum Potential Bonus Under 2013 Short Term Incentive Plan
On January 10, 2013, the Compensation Committee approved changes in the maximum potential bonus that can be achieved by the named executive officers (other than the CEO) under the company’s Short Term Incentive Plan for 2013 (the “2013 STIP”) as indicated below:
| Name and Title |
Maximum Bonus as a Percentage of 2012 Salary |
Maximum Bonus as a Percentage of 2013 Salary |
||||||
| John W. Schoen |
85 | % | 90 | % | ||||
| Jeffrey A. Miller |
100 | % | 105 | % | ||||
| Anthony Kobrinetz |
85 | % | 90 | % | ||||
| Varda A. Goldman |
65 | % | 70 | % | ||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 31, 2013
| PCTEL, INC. | ||
| By: | /s/ John W. Schoen | |
| John W. Schoen, Chief Financial Officer | ||