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): December 31, 2008
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 |
(State or other jurisdiction of
incorporation)
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(I.R.S. Employer Identification No.) |
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):
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 1.01 Entry into a Material Definitive Agreement.
Amendments to the Supplemental Executive Retirement Plan, 2005
Deferred Compensation Plan for Executives, Non-Employee Directors’
Deferred Compensation Plan, 2007 Management Incentive Compensation
Plan and 2006 Equity and Performance Incentive Plan
Lincoln Electric Holdings, Inc. (the “Company”) amended (or amended
and restated), effective as of December 31, 2008, the following plans
in order to bring the plans into compliance with Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”):
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Supplemental Executive Retirement Plan (Amended and Restated as of
December 31, 2008) (the “SERP”); |
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2005 Deferred Compensation Plan for Executives (Amended and Restated
as of December 31, 2008) (the “Top-Hat Plan”); |
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Non-Employee Directors’ Deferred Compensation Plan (Amended and
Restated as of December 31, 2008) (the “Directors’ Deferred
Compensation Plan”); |
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2007 Management Incentive Compensation Plan (Amended and Restated as
of December 31, 2008) (“MICP”); and |
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Amendment No. 2, effective as of December 31, 2008, to 2006 Equity
and Performance Incentive Plan (“2006 EPI Plan”). |
Section 409A is a tax law that, along with its regulations, governs
“nonqualified deferred compensation” arrangements and imposes
additional tax and penalties on service providers (including employees
and directors) if a covered arrangement does not meet its
requirements.
In addition to the Section 409A amendments, the amendments to the
Top-Hat Plan provide for automatic payments upon a change in control
as defined by Section 409A and permit the executive to defer amounts
under the Company’s Cash Long-Term Incentive Plan (“Cash LTIP”)
(previously, the Top-Hat Plan deferrals were limited to an executive’s
base salary and bonus). The amendments to the SERP further specify
the form of payment for any separation of service from the Company
(even if before age 55), provided that the participant is vested under
the SERP, where previously the SERP only accommodated distributions on
or after age 55 and upon death. The amendments to the MICP, the
Company’s Internal Revenue Code Section 162(m) plan, also clarify that
automatic payments would not be made under the plan upon a change in
control of the Company as any such payments would be governed by the
terms of the Company’s Management Incentive Plan (“MIP”) and Cash LTIP
programs.
The foregoing is a summary of the amendments to the SERP, the Top-Hat
Plan, the Directors’ Deferred Compensation Plan, the MICP and 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 amendments which are attached hereto as Exhibits 10.1, 10.2,
10.3, 10.4 and 10.5 and incorporated herein by reference.
Amendments to Severance Agreements
The Company also amended its existing severance agreements with Mr.
John M. Stropki, the Company’s Chairman, President and Chief Executive
Officer, and Mr. Frederick G. Stueber, the Company’s Senior Vice
President, General Counsel and Secretary, as well as one other officer
of the Company, in order to bring those agreements into compliance
with Section 409A. The changes to the severance agreements do not
generally affect the scope or amount of benefits that such executives
would receive under the existing agreements.