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): September 9, 2011
BRADY CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Wisconsin
|
|
1-14959
|
|
39-0971239 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
6555 West Good Hope Road
Milwaukee, Wisconsin
|
|
53223 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (414) 358-6600
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)) |
|
|
|
| Item 2.02 |
|
RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On September 12, 2011, Brady Corporation (the “Corporation”) issued a press release announcing
its fiscal 2011 fourth quarter financial results. A copy of the press release is being furnished
to the Securities and Exchange Commission as Exhibit 99.1 attached hereto and is incorporated
herein by reference.
Director Compensation
On September 9, 2011, the Corporation’s Board of Directors authorized an increase in
compensation paid to its non-management Directors. Pursuant to the Board action, the annual
committee chair fees will increase from $6,000 to $10,000 for each of the Chairs of the
Compensation, Corporate Governance, Finance, and Technology Committees and from $10,000 to $15,000
for the Chair of the Audit Committee, effective at the annual Board of Directors meeting to be held
on November 17, 2011.
On September 9, 2011, the Corporation’s Board of Directors approved an annual stock-based
compensation award of approximately $75,000, half in time-based options and half in unrestricted
shares of Class A Common Stock, for each non-management Director effective September 30, 2011,
subject to shareholder approval of a new equity incentive plan. On September 9, 2011, the
Corporation also amended the Brady Corporation Directors’ Deferred Compensation Plan to incorporate
rules for the deferral of compensation payable in the form of Brady Corporation common stock. The
foregoing description of the amendment does not purport to be complete and is qualified in its
entirety by reference to the full text of the Brady Corporation Directors’ Deferred Compensation
Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The remaining components of director compensation remain unchanged.
Increase in Annual Dividend
On September 9, 2011, the Corporation announced that its Board of Directors had increased the
annual cash dividend on its Class A Common Stock from $0.72 to $0.74 per share. A quarterly
dividend in the amount of $0.185 per share will be paid on October 31, 2011, to shareholders of
record as of the close of business on October 10, 2011. A copy of the press release regarding the
dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Share Repurchase Program
On September 12, 2011, the Corporation announced that its Board of Directors authorized a
share buyback program for up to two million shares of the Corporation’s Class A Common Stock. The share
repurchase plan may be implemented from time to time on the open market or in privately negotiated
transactions. The repurchased shares will be available for use in connection with the
Corporation’s stock-based plans and for other corporate purposes. A copy of the press release
regarding the share buyback program is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
|
|
|
| Item 9.01 |
|
FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
The following are filed as Exhibits to this Report.
| |
|
|
|
|
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
|
|
| |
10.1 |
|
|
Brady Corporation Directors’ Deferred Compensation Plan, as amended. |
| |
|
|
|
|
| |
99.1 |
|
|
Press Release of Brady Corporation, dated September 12, 2011, relating to fourth
quarter fiscal 2011 financial results and share buyback program. |
| |
|
|
|
|
| |
99.2 |
|
|
Press Release of Brady Corporation, dated September 9, 2011, related to increase in
quarterly dividend. |