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): April 28, 2006
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
0-1402
(Commission File Number)
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| Ohio
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34-1860551 |
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(I.R.S. Employer Identification No.) |
| incorporation) |
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22801 St Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices, with zip code)
(216) 481-8100
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
Approval of the 2006 Equity and Performance Incentive Plan
On April 28, 2006, the shareholders of Lincoln Electric
Holdings, Inc. (the “Company”) approved the Company’s 2006
Equity and Performance Incentive Plan (the “2006 EPI Plan”)
at the Company’s Annual Meeting of Shareholders.
The 2006 EPI Plan replaces the Company’s 1998 Stock Plan
and provides more flexibility to continue the Company’s
stock incentive compensation program. Under the 2006 EPI
Plan, the Board of Directors (the “Board”) (or, pursuant to
delegation of authority by the Board, the Compensation and
Executive Development Committee of the Board) is authorized to make
the following types of awards to officers (including
officers who are members of the Board), other employees and
consultants of the Company or any of its subsidiaries:
option rights, free-standing and tandem appreciation
rights, restricted shares, restricted stock units,
performance shares and performance units. Subject to
adjustment as provided by the 2006 EPI Plan, a total of
3,000,000 shares of the Company’s common stock, without par
value (“Lincoln Common”), are available for issuance under
the 2006 EPI Plan.
The foregoing is a summary of the 2006 EPI Plan and not a
complete discussion thereof. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of
the 2006 EPI Plan, which is attached as Appendix B to the
Company’s Proxy Statement filed with the Commission on
March 28, 2006, and incorporated herein by reference.
Approval of the 2006 Stock Plan for Non-Employee Directors
On April 28, 2006, the shareholders of the Company approved
the Company’s 2006 Stock Plan for Non-Employee Directors
(the “2006 Director Plan”) at the Company’s Annual Meeting
of Shareholders. The 2006 Director Plan replaces the
Stock Option Plan for Non-Employee Directors (the “2000
Director Plan”). The 2006 Director Plan provides for
greater flexibility of stock awards as compared to the 2000
Director Plan, which only provided for the award of stock
options.
Under
the 2006 Director Plan, the Nominating and Corporate Governance Committee of the Board (the “Governance
Committee”) is authorized to make the following types of
awards to non-employee directors: stock options, restricted shares and restricted stock units. Unless otherwise
determined by the Governance Committee, the 2006 Director
Plan provides for the following awards of stock options:
• An initial option to purchase 6,000 shares of Lincoln
Common will be granted to each newly eligible Director upon
his or her election to the Board.
• An annual grant of an option to purchase 3,500 shares of
Lincoln Common will be granted after each annual meeting
and before the end of the calendar year to each eligible
Director in office on the date of the grant.
These awards are at the same level as those provided in
2005 under the 2000 Director Plan. However, under the 2006
Director Plan (as under the 2000 Director Plan), the
Governance Committee has the authority to modify the type
and level of awards without further shareholder approval.
The Governance Committee currently has this topic under
review and is considering
whether to issue restricted shares or restricted stock units in the future instead of
the options described above, although it has not reached
any conclusion on the type of award(s) or the number of shares or
units that will be awarded. Subject to adjustment as provided by the
2006 Director Plan, a total of 300,000 shares of Lincoln Common are
available for issuance under the 2006 Director Plan.
The foregoing is a summary of 2006 Director Plan and not a
complete discussion thereof. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of
the 2006 Director Plan, which is attached as Appendix C to
the Company’s Proxy Statement filed with the Commission on
March 28, 2006, and incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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10.1 |
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2006 Equity and Performance Incentive Plan filed on
March 28, 2006 as Appendix B to the Company’s Proxy
Statement, and incorporated herein by reference. |
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10.2 |
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2006 Stock Plan for Non-Employee Directors filed on
March 28, 2006 as Appendix C to the Company’s Proxy
Statement, and incorporated herein by reference. |