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): January 21, 2009
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
| |
|
|
| North Carolina
|
|
56-0674867 |
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
| |
|
|
| 1373 Boggs Drive, Mount Airy, North Carolina
|
|
27030 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
On January 21, 2009, the Executive Compensation Committee (the “Committee”) of the Board of
Directors of Insteel Industries, Inc. (the “Company”) approved a change to one of the two
components of the Company’s annual equity-based long-term incentive program (the “Program”)
applicable to the Company’s executive officers and other senior managers. The first component will
continue to consist of grants of stock options, but effective immediately the second component will
consist of awards of restricted stock units (“RSUs”) rather than shares of restricted stock. Each
grant of an RSU will be made pursuant to the 2005 Equity Incentive Plan of Insteel Industries, Inc.
(the “Equity Plan”) and the respective RSU agreement (the “Award Agreement”). The Committee’s
decision to award RSUs rather than shares of restricted stock pursuant to the Program was made
because RSUs may ultimately be less dilutive since RSUs are not considered outstanding shares until
the shares are issued after the RSU vests (unlike shares of restricted stock) and because RSUs
mitigate certain federal income tax consequences of an equity award granted to an individual who is
eligible to retire under the Equity Plan.
Each RSU entitles the participant to receive one share of the Company’s common stock on the
vesting date, subject to the terms of the Equity Plan and the respective Award Agreement. Each RSU
must be settled solely in shares of the Company’s common stock. All rights of any participant in
unvested RSUs will terminate upon termination of the participant’s employment with the Company;
provided, however, that (i) in the event of death or disability of the participant, (ii) if the
participant becomes eligible to terminate employment because of retirement, or (iii) upon a change
in control, the RSUs shall immediately vest. If RSUs vest prior to the assigned vesting date
because of the participant’s death, disability, eligibility for retirement or upon a change in
control, shares of common stock will not be issued in settlement of the RSUs until the occurrence
of an event permitted under Section 409A of the Internal Revenue Code of 1986, as amended. If a
participant’s employment is terminated for cause after the vesting of an RSU but before the
issuance of the common stock in settlement of the RSU, the RSU and the underlying shares of common
stock will be forfeited. In addition, each participant who holds an RSU will receive, on the first
regular payroll date following each dividend payment date with respect to the Company’s common
stock, a cash amount per RSU equal to the cash dividend per share on the Company’s common stock.
RSUs do not have voting rights until the underlying shares of common stock are issued to the
participant following vesting of the RSUs.
The targeted value of the equity-based long-term incentives that may be earned under the
Program by the Company’s executive officers in fiscal year (“FY”) 2009 was not changed from the
targeted value of such incentives in FY 2008. Those targeted values are as follows:
| |
|
|
|
|
| |
|
Targeted Value of Long-Term |
|
| Name and Position |
|
Equity-Based Incentives |
|
H.O. Woltz III, President and Chief Executive Officer |
|
|
$600,000 |
|
| |
|
|
|
|
Michael C. Gazmarian, Vice President, Chief Financial Officer and Treasurer |
|
|
$275,000 |
|
| |
|
|
|
|
James F.
Petelle, Vice President – Administration and Secretary |
|
|
$110,000 |
|
| |
|
|
|
|
Richard T.
Wagner, Vice President – General Manager, Insteel Wire Products |
|
|
$275,000 |
|
Long-term equity-based incentive awards were historically split equally between shares of
restricted stock and stock option grants. For FY 2009, the long-term equity-based incentive awards
are expected to be split equally between RSUs and stock option grants. One-half of the option
grants and RSU awards are expected to be made on the date of the Company’s annual meeting (February
10, 2009) and the remaining half of the option grants and RSU awards are expected to be made six
months from the annual meeting date (on or about August 10, 2009).
The foregoing summary of the terms and conditions of the Company’s RSUs and the Award
Agreements does not purport to be complete, and is qualified in its entirety by reference to the
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement, copies of
which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits |
(d) Exhibits
| |
|
|
|
|
| |
|
|
|
|
| |
10.1 |
|
|
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement. |