Gardner Denver 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
(Registrants 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):
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 Companys 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 Companys 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 Companys 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 Companys 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 Directors approval of the amendments to the Incentive Plan described above.
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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.