Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Aug 18, 2017)
  • 8-K (Aug 2, 2017)
  • 8-K (Jun 7, 2017)
  • 8-K (May 17, 2017)
  • 8-K (Aug 5, 2013)
  • 8-K (Jul 17, 2013)

 
Other

Gardner Denver 8-K 2008
e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
February 18, 2008
Gardner Denver, Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   1-13215   76-0419383
         
(State or Other   (Commission   (IRS Employer
Jurisdiction of   File Number)   Identification No.)
Incorporation)        
         
1800 Gardner Expressway
   
Quincy, Illinois
  62305
     
(Address of Principal Executive Offices)
  (Zip Code)
(217) 222-5400
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     (b) Departure of Director.
     On February 19, 2008, Mr. Thomas M. McKenna retired from the Board of Directors of Gardner Denver, Inc. (the “Company”) pursuant to the Company’s Nonemployee Director Retirement Policy. Mr. McKenna did not indicate any disagreement with the Company.
     (d) Appointment of Director.
     As previously announced, Mr. Barry L. Pennypacker, the Company’s President and Chief Executive Officer was appointed to the Board of Directors on February 19, 2008 to serve as a director of the Company until the 2009 annual meeting of the stockholders and until his successor is duly appointed and qualified.
     (e) Compensatory Arrangements of Certain Officers.
     Amended and Restated Gardner Denver, Inc. Long-Term Incentive Plan (“Incentive Plan”).
     On February 19, 2008, the Board of Directors approved the amendment and/or restatement of its Incentive Plan, in which the Company’s named executive officers participate, effective February 18, 2008. The approved Incentive Plan effected the following changes: (1) added a definition for “Disability”; and (2) allows both employees and nonemployee directors to be eligible to receive restricted stock units in addition to shares of restricted stock which were previously available to both employees and nonemployee directors under the Incentive Plan.
     This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Incentive Plan, filed as Exhibit 10.1 to this Report on Form 8-K. Exhibit 10.1 is incorporated by reference herein.
     On February 18, 2008, the Company’s Management Development and Compensation Committee (“Committee”) approved the form of option and restricted stock unit agreements, filed as Exhibits 10.2, 10.3. 10.4, 10.5, and 10.6 to this Form 8-K, which are incorporated by reference herein. In addition, the Committee granted our named executive officers restricted stock units in lieu of restricted stock. The terms of the restricted stock units are materially consistent with the terms of restricted stock previously granted under the Incentive Plan. The Committee approved the restricted stock unit agreements and the awards of restricted stock units contingent upon the Board of Director’s approval of the amendments to the Incentive Plan described above.
Item 9.01.   Financial Statements and Exhibits.
(d) Exhibits.
  10.1   Amended and Restated Gardner Denver, Inc. Long-Term Incentive Plan as effective on February 18, 2008

- 2 -


 

  10.2   Form of Gardner Denver, Inc. Incentive Stock Option Agreement
 
  10.3   Form of Gardner Denver, Inc. Non-Qualified Stock Option Agreement
 
  10.4   Form of Gardner Denver, Inc. Restricted Stock Units Agreement
 
  10.5   Form of Gardner Denver, Inc. Nonemployee Director Stock Option Agreement
 
  10.6   Form of Gardner Denver, Inc. Nonemployee Director Restricted Stock Units Agreement

- 3 -


 

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 thereunto duly authorized.
         
  GARDNER DENVER, INC.
 
 
Date: February 21, 2008  By:   /s/ Tracy D. Pagliara    
    Tracy D. Pagliara   
    Executive Vice President,
Administration, General Counsel
and Secretary 
 
 

-3-


 

EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  10.1    
Amended and Restated Gardner Denver, Inc. Long-Term Incentive Plan as effective on February 18, 2008
       
 
  10.2    
Form of Gardner Denver, Inc. Incentive Stock Option Agreement
       
 
  10.3    
Form of Gardner Denver, Inc. Non-Qualified Stock Option Agreement
       
 
  10.4    
Form of Gardner Denver, Inc. Restricted Stock Units Agreement
       
 
  10.5    
Form of Gardner Denver, Inc. Nonemployee Director Stock Option Agreement
       
 
  10.6    
Form of Gardner Denver, Inc. Nonemployee Director Restricted Stock Units Agreement

-4-

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki