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)
January
28, 2009
AMERON
INTERNATIONAL CORPORATION
(Exact
name of Registrant as specified in its charter)
| Delaware |
1-9102 |
77-0100596 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
245 South Los Robles Avenue |
91101 |
|
Pasadena, California |
(Zip Code) |
|
(Address of Principal Executive Offices) |
Registrant’s telephone number, including area code (626)
683-4000
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):
⃞ 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)
⃞ 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))
|
Item 2.02. |
Results of Operations and Financial Condition. |
On January 29, 2009, Ameron International Corporation (the “Company”) issued a press release regarding the Company’s results of operations for the fiscal year ended November 30, 2008. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.
|
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 28, 2009, the Company’s Board of Directors approved the following actions of its Compensation Committee with regard to the compensation of the following executive officers of the Company:
| (a) |
Payments of Fiscal Year 2008 Annual Management Incentive Compensation Plan Awards: |
||
| James S. Marlen | $1,480,000 | ||
| Gary Wagner | $650,000 | ||
| Stephen E. Johnson | $182,000 | ||
| James R. McLaughlin | $350,000 | ||
| Mark J. Nowak | $350,000 | ||
| Ralph S. Friedrich | $150,000 | ||
| (b) |
Payments of Fiscal Years 2006-2008 Key Executive Long-Term Cash Incentive Plan Awards: |
||
| James S. Marlen | $890,000 | ||
| Gary Wagner | $365,600 | ||
| James R. McLaughlin | $172,800 | ||
| Mark J. Nowak | $141,600 | ||
| Ralph S. Friedrich | $90,000 | ||
| (c) |
Fiscal Year 2009 Annualized Base Salary Rate, Effective February 1, 2009: |
||
| James S. Marlen | $925,000 | ||
| Gary Wagner | $472,000 | ||
| Stephen E. Johnson | $357,000 | ||
| James R. McLaughlin | $298,000 | ||
| Mark J. Nowak | $260,000 | ||
| Ralph S. Friedrich | $232,000 | ||
| (d) |
February 2, 2009 Grant of 18,000 Shares to James S. Marlen Pursuant to his Employment Agreement |
||
| (e) |
February 2, 2009 Grant of Restricted Stock, Vesting 33-1/3% per Year: |
||
| Gary Wagner | 6,000 shares | ||
| Stephen E. Johnson | 4,000 shares | ||
| James R. McLaughlin | 3,000 shares | ||
| Mark J. Nowak | 2,000 shares | ||
| Ralph S. Friedrich | 1,200 shares | ||
| (f) |
Fiscal Year 2009 Annual Management Incentive Compensation Plan Target Awards (Expressed as a Percentage of Base Salary Rate): |
||
| James S. Marlen | 100% | ||
| Gary Wagner | 90% | ||
|
Stephen E. Johnson |
80% | ||
| James R. McLaughlin | 80% | ||
| Mark J. Nowak | 80% | ||
| Ralph S. Friedrich | 50% | ||
| (g) |
Fiscal Years 2009-2011 Key Executive Long-Term Cash Incentive Plan Target Awards (Expressed as a Percentage of Base Salary Rate): |
||
| James S. Marlen | 50% | ||
| Gary Wagner | 66% | ||
| Stephen E. Johnson | 59% | ||
| James R. McLaughlin | 52% | ||
| Mark J. Nowak | 42% | ||
| Ralph S. Friedrich | 20% | ||
|
Item 9.01. |
Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
| 99 | News Release dated January 29, 2009 |
SIGNATURES
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 thereto duly authorized.
| AMERON INTERNATIONAL CORPORATION | |||
|
|
|||
|
Dated: |
January 30, 2009 |
By: |
/s/ Stephen E. Johnson |
|
Stephen E. Johnson |
|||
|
Senior Vice President, Secretary and General Counsel |
|||
EXHIBIT
INDEX
|
Exhibit |
|
| 99 |
News Release dated January 29, 2009 |
4