- Current report filing (8-K)
21 Diciembre 2012 - 8:23AM
Edgar (US Regulatory)
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 18, 2012
LANDAUER, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware
(State
or Other Jurisdiction
of Incorporation)
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1-9788
(Commission
File Number)
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06-1218089
(IRS Employer
Identification No.)
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2 Science Road, Glenwood, Illinois 60425
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code:
(708) 755-7000
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 (
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))
1
Item 5.02.
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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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Amendment
to Employment Agreement of William E. Saxelby
Landauer, Inc. (the “Company”)
entered into an Amendment, dated December 18, 2012 (the “Amendment”), to the Employment Agreement of William E.
Saxelby, President and Chief Executive Officer of the Company, dated as of September 28, 2005, as amended on March 1, 2006
and May 1, 2009 (the “Employment Agreement”).
Prior to the Amendment,
the Employment Agreement provided that Mr. Saxelby would participate in the Landauer, Inc. Executive Special Severance Plan (the
“Severance Plan”), and that if the Severance Plan were terminated or amended in a manner adverse to him, he would be
entitled to the benefits he would have received under the Severance Plan but for such termination or amendment (the “Severance
Plan Protection Provision”).
The Company has amended
the Severance Plan to (i) revise the definition of “Nonqualifying Termination” to remove the exception from such
definition for an employee’s voluntary termination of employment for any reason during the 30-day window period commencing
one year after a “Change in Control” (as such term is defined in the Severance Plan), and (ii) to provide that
a participant will not be entitled to a “Gross-Up Payment” under any circumstances, but rather that his or her benefits
and payments that may be subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
will either (A) be reduced to the extent necessary to avoid such payments and benefits being subject to such excise tax, or (B)
remain unchanged and subject to such excise tax, whichever results in a better after-tax result to the participant (such amendments
described in clauses (i) and (ii), the “Severance Plan Amendments”),
each of which amendments may be adverse
to Mr. Saxelby.
The Amendment modifies
the Severance Plan Protection Provision so that it does not apply with respect to the Severance Plan Amendments. In consideration
for this modification, the Amendment provides Mr. Saxelby with a retention award in the form of a restricted share award under
the long-term incentive compensation component of the Landauer, Inc. Incentive Compensation Plan with a value on the grant date
equal to $1.2 million, 20% of which will become vested on each of the first, second and third anniversaries of such grant date
and 40% of which will become vested on the fourth anniversary of the grant date.
This disclosure is qualified
in its entirety by reference to the complete Amendment to the Employment Agreement filed as Exhibit 10.1 to this current report
on Form 8-K.
2
Amendments to Executive Special Severance
Plan
As disclosed above, the
Company has amended the Severance Plan consistent with the Severance Plan Amendments described above, and to clarify that participants
may consent to amendments that would otherwise not become effective or would be subject to delayed effectiveness. These amendments
to the Severance Plan will be effective one hundred twenty (120) days after the employees are notified of such amendments pursuant
to the provisions of the Severance Plan.
In addition, a further
amendment was made to the Severance Plan to satisfy certain requirements of Section 409A of the Code, which is effective immediately.
This disclosure is qualified
in its entirety by reference to the complete Amendments to the Severance Plan filed as Exhibit 10.2 to this current report
on Form 8-K.
Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits.
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10.1
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Amendment to Employment Agreement dated as of December 18, 2012 between the Company and William E. Saxelby
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10.2
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Amendments to the Landauer, Inc. Executive Special Severance Plan dated December 18, 2012
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3
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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LANDAUER, INC.
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December 21, 2012
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By:
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/s/ Michael K. Burke
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Michael K. Burke
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amendment to Employment Agreement dated as of December 18, 2012 between the Company and William E. Saxelby
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10.2
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Amendments to the Landauer, Inc. Executive Special Severance Plan dated December 18, 2012
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5
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