ACTUANT CORPORATION (NYSE:ATU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Corporate Controller and Principal Accounting
Officer
Officer
On January 17, 2017, Actuant Corporation (the Company) announced
the appointment of Robert A. Wrocklage as its new Corporate
Controller and Principal Accounting Officer. Mr. Wrocklage will
replace Matthew P. Pauli who has been promoted to a finance
leadership role within the Companys Engineered Solutions segment
after serving as the Companys Corporate Controller and Principal
Accounting Officer for the last six years. Mr. Wrocklage is 38
years old and joined the Company in November 2008. During his
tenure with the Company, Mr. Wrocklage has served in several
finance leadership roles, including as Internal Audit Leader and
Regional Finance Leader – Enerpac Americas. Prior to joining the
Company, Mr. Wrocklage worked at Deloitte Touche LLP for seven
years in various public accounting positions, including his last
position as Senior Audit Manager.
the appointment of Robert A. Wrocklage as its new Corporate
Controller and Principal Accounting Officer. Mr. Wrocklage will
replace Matthew P. Pauli who has been promoted to a finance
leadership role within the Companys Engineered Solutions segment
after serving as the Companys Corporate Controller and Principal
Accounting Officer for the last six years. Mr. Wrocklage is 38
years old and joined the Company in November 2008. During his
tenure with the Company, Mr. Wrocklage has served in several
finance leadership roles, including as Internal Audit Leader and
Regional Finance Leader – Enerpac Americas. Prior to joining the
Company, Mr. Wrocklage worked at Deloitte Touche LLP for seven
years in various public accounting positions, including his last
position as Senior Audit Manager.
2017 Omnibus Incentive Plan
On January 17, 2017, the shareholders of the Company approved the
Actuant Corporation 2017 Omnibus Incentive Plan (the 2017 Omnibus
Plan) at the Companys annual meeting of shareholders. The 2017
Omnibus Plan was previously approved by the Companys Board of
Directors on October 18, 2016, subject to shareholder approval. The
summary of the 2017 Omnibus Plan set forth in this Item 5.02 is
qualified in its entirety by reference to the 2017 Omnibus Plan, a
copy of which is filed as Exhibit 99.1 to this Form 8-K and
incorporated herein by reference.
Actuant Corporation 2017 Omnibus Incentive Plan (the 2017 Omnibus
Plan) at the Companys annual meeting of shareholders. The 2017
Omnibus Plan was previously approved by the Companys Board of
Directors on October 18, 2016, subject to shareholder approval. The
summary of the 2017 Omnibus Plan set forth in this Item 5.02 is
qualified in its entirety by reference to the 2017 Omnibus Plan, a
copy of which is filed as Exhibit 99.1 to this Form 8-K and
incorporated herein by reference.
Purpose of the 2017 Omnibus Plan. The purpose of the 2017 Omnibus
Plan is to provide our key employees (including officers), the key
employees of our subsidiaries and affiliates and our directors with
the opportunity to acquire shares of our common stock or to receive
stock-based compensation based on our long-term economic
performance.
Plan is to provide our key employees (including officers), the key
employees of our subsidiaries and affiliates and our directors with
the opportunity to acquire shares of our common stock or to receive
stock-based compensation based on our long-term economic
performance.
Administration. The 2017 Omnibus Plan will be administered by the
Compensation Committee of our Board of Directors (the Committee).
The 2017 Omnibus Plan gives the Committee discretion to make awards
under the 2017 Omnibus Plan, to determine the type, size and the
terms of awards, to determine the criteria for vesting and
exercisability, to establish rules for the administration of the
2017 Omnibus Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the 2017
Omnibus Plan.
Compensation Committee of our Board of Directors (the Committee).
The 2017 Omnibus Plan gives the Committee discretion to make awards
under the 2017 Omnibus Plan, to determine the type, size and the
terms of awards, to determine the criteria for vesting and
exercisability, to establish rules for the administration of the
2017 Omnibus Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the 2017
Omnibus Plan.
The Committee may, to the extent permitted by applicable law,
delegate to one or more committees of the Board or to one or more
of our executive officers the authority to select individuals
(other than executive officers and directors) to receive awards
under the 2017 Omnibus Plan and to determine the amount and types
of awards granted to individuals who are so selected. The Committee
may also authorize further delegation by such committees to
executive officers of the Company, to the extent permitted by
Wisconsin law. Determinations regarding the timing, pricing, amount
and terms of any award to a reporting person for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), must be made by the Committee. No delegation may be
made that would cause awards or other transactions under the 2017
Omnibus Plan to cease to be exempt from Section 16(b) of the
Exchange Act or cause an award intended to qualify for favorable
treatment under Section 162(m) of the Internal Revenue Code not to
qualify for, or to cease to qualify for, such favorable treatment.
The Committee may revoke, limit or amend the terms of a delegation
at any time, but any such revocation, limitation or amendment will
not invalidate any prior actions of the Committee delegatee or
delegatees that were consistent with the terms of the 2017 Omnibus
Plan.
delegate to one or more committees of the Board or to one or more
of our executive officers the authority to select individuals
(other than executive officers and directors) to receive awards
under the 2017 Omnibus Plan and to determine the amount and types
of awards granted to individuals who are so selected. The Committee
may also authorize further delegation by such committees to
executive officers of the Company, to the extent permitted by
Wisconsin law. Determinations regarding the timing, pricing, amount
and terms of any award to a reporting person for purposes of
Section 16 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), must be made by the Committee. No delegation may be
made that would cause awards or other transactions under the 2017
Omnibus Plan to cease to be exempt from Section 16(b) of the
Exchange Act or cause an award intended to qualify for favorable
treatment under Section 162(m) of the Internal Revenue Code not to
qualify for, or to cease to qualify for, such favorable treatment.
The Committee may revoke, limit or amend the terms of a delegation
at any time, but any such revocation, limitation or amendment will
not invalidate any prior actions of the Committee delegatee or
delegatees that were consistent with the terms of the 2017 Omnibus
Plan.
The Board of Directors or another committee thereof may also
exercise the authority granted to the Committee. To the extent an
action of the Board of Directors conflicts with action taken by
the Committee, the action of the Board of Directors will control.
Throughout this Current Report on Form 8K, references to the
power of the Committee to make a determination or establish terms
of an award under the 2017 Omnibus Plan also refer to powers that
may be exercised by the Board of Directors, in its discretion.
exercise the authority granted to the Committee. To the extent an
action of the Board of Directors conflicts with action taken by
the Committee, the action of the Board of Directors will control.
Throughout this Current Report on Form 8K, references to the
power of the Committee to make a determination or establish terms
of an award under the 2017 Omnibus Plan also refer to powers that
may be exercised by the Board of Directors, in its discretion.
Eligibility. All employees and officers of the Company and its
subsidiaries and affiliates, together with our directors, are
eligible to participate in the 2017 Omnibus Plan. This group of
eligible employees currently includes seven non-employee directors
and approximately 400 other employees (including executive
officers). The number of eligible employees is expected to increase
over time based upon the future growth and needs of the Company.
subsidiaries and affiliates, together with our directors, are
eligible to participate in the 2017 Omnibus Plan. This group of
eligible employees currently includes seven non-employee directors
and approximately 400 other employees (including executive
officers). The number of eligible employees is expected to increase
over time based upon the future growth and needs of the Company.
Shares Available for Awards. Four million three hundred twenty five
thousand (4,325,000) shares of common stock, plus the number of
shares of our common stock subject to awards outstanding under our
preexisting stock plans that become available for future grant
under the 2017 Omnibus Plan as described below because they are
forfeited or cancelled, will be reserved for
thousand (4,325,000) shares of common stock, plus the number of
shares of our common stock subject to awards outstanding under our
preexisting stock plans that become available for future grant
under the 2017 Omnibus Plan as described below because they are
forfeited or cancelled, will be reserved for
awards under the plan. Upon a grant of awards of restricted stock,
restricted stock units or other similar awards (whether
performance-based or time-vested) or unrestricted grants of shares
of our common stock, the number of shares available for issuance
under the 2017 Omnibus Plan will be reduced by 2.15 times the
number of shares subject to such awards. Shares delivered under the
2017 Omnibus Plan may consist, in whole or in part, of authorized
and unissued shares of common stock, treasury shares or shares of
stock acquired by the Company.
restricted stock units or other similar awards (whether
performance-based or time-vested) or unrestricted grants of shares
of our common stock, the number of shares available for issuance
under the 2017 Omnibus Plan will be reduced by 2.15 times the
number of shares subject to such awards. Shares delivered under the
2017 Omnibus Plan may consist, in whole or in part, of authorized
and unissued shares of common stock, treasury shares or shares of
stock acquired by the Company.
Shares reserved for awards under the 2017 Omnibus Plan or our
preexisting stock plans that expire, are canceled or are otherwise
forfeited in whole or in part will be available for future grant
under the 2017 Omnibus Plan, with shares underlying awards of
restricted stock, restricted stock units or other similar awards
(whether performance-based or time-vested) or unrestricted grants
of shares of our common stock added back to the plan by 2.15 times
the number of shares subject to such awards. Subject to the terms
of Section 409A of the Internal Revenue Code, substitute awards may
be granted under the 2017 Omnibus Plan in substitution for stock
and stock-based awards held by employees or other service providers
of an acquired company in a merger, acquisition or consolidation.
Substitute awards will not count against the share limit under the
2017 Omnibus Plan.
preexisting stock plans that expire, are canceled or are otherwise
forfeited in whole or in part will be available for future grant
under the 2017 Omnibus Plan, with shares underlying awards of
restricted stock, restricted stock units or other similar awards
(whether performance-based or time-vested) or unrestricted grants
of shares of our common stock added back to the plan by 2.15 times
the number of shares subject to such awards. Subject to the terms
of Section 409A of the Internal Revenue Code, substitute awards may
be granted under the 2017 Omnibus Plan in substitution for stock
and stock-based awards held by employees or other service providers
of an acquired company in a merger, acquisition or consolidation.
Substitute awards will not count against the share limit under the
2017 Omnibus Plan.
In the event a corporation acquired by (or combined with) the
Company or any of its subsidiaries has shares available under a
preexisting plan approved by the stockholders of such acquired (or
combined) corporation and not adopted in contemplation of the
acquisition or combination, the shares available for grant to the
terms of such a preexisting plan may be used for awards under the
2017 Omnibus Plan and will not reduce the shares of common stock
authorized for grant under the 2017 Omnibus Plan. The number of
shares available for awards under such a preexisting plan will be
adjusted, to the extent appropriate, using the exchange ratio or
other adjustment or valuation ratio or formula used in the
acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to the
acquisition or combination. Awards made by the Company using shares
available under such a preexisting plan will not be made after the
date awards or grants could have been made under the terms of the
preexisting plan if the acquisition or combination had not
occurred, and will only be made to individuals who were not
employees or directors of the Company or any of its subsidiaries
prior to the acquisition or combination. Shares made available for
awards due to such an acquisition or combination will not increase
the amount of shares available for awards of incentive stock
options unless the additional share limit is approved by the
shareholders of the Company.
Company or any of its subsidiaries has shares available under a
preexisting plan approved by the stockholders of such acquired (or
combined) corporation and not adopted in contemplation of the
acquisition or combination, the shares available for grant to the
terms of such a preexisting plan may be used for awards under the
2017 Omnibus Plan and will not reduce the shares of common stock
authorized for grant under the 2017 Omnibus Plan. The number of
shares available for awards under such a preexisting plan will be
adjusted, to the extent appropriate, using the exchange ratio or
other adjustment or valuation ratio or formula used in the
acquisition or combination to determine the consideration payable
to the holders of common stock of the entities party to the
acquisition or combination. Awards made by the Company using shares
available under such a preexisting plan will not be made after the
date awards or grants could have been made under the terms of the
preexisting plan if the acquisition or combination had not
occurred, and will only be made to individuals who were not
employees or directors of the Company or any of its subsidiaries
prior to the acquisition or combination. Shares made available for
awards due to such an acquisition or combination will not increase
the amount of shares available for awards of incentive stock
options unless the additional share limit is approved by the
shareholders of the Company.
Individual Limits. In any calendar year, an eligible employee or
director may receive, under the 2017 Omnibus Plan, stock options or
stock appreciation rights with respect to no more than 1,000,000
shares of our common stock. In addition, in any calendar year, an
eligible employee or director may receive restricted stock,
restricted stock units, unrestricted grants of shares or other
similar awards (whether performance-based or time-vested) with
respect to no more than 500,000 shares of our common stock.
Notwithstanding the foregoing, for an eligible outside director,
the aggregate grant date fair value of awards granted to such an
individual under the 2017 Omnibus Plan during any calendar year,
along with any regular cash retainer or meeting fees paid to such
individual during the calendar year, shall not exceed $700,000. In
the event an individual employee becomes an outside director (or
vice versa) during a calendar year, the limit set forth in the
immediately preceding sentence shall not apply to awards granted to
such an individual in the individuals capacity as an employee.
director may receive, under the 2017 Omnibus Plan, stock options or
stock appreciation rights with respect to no more than 1,000,000
shares of our common stock. In addition, in any calendar year, an
eligible employee or director may receive restricted stock,
restricted stock units, unrestricted grants of shares or other
similar awards (whether performance-based or time-vested) with
respect to no more than 500,000 shares of our common stock.
Notwithstanding the foregoing, for an eligible outside director,
the aggregate grant date fair value of awards granted to such an
individual under the 2017 Omnibus Plan during any calendar year,
along with any regular cash retainer or meeting fees paid to such
individual during the calendar year, shall not exceed $700,000. In
the event an individual employee becomes an outside director (or
vice versa) during a calendar year, the limit set forth in the
immediately preceding sentence shall not apply to awards granted to
such an individual in the individuals capacity as an employee.
Adjustments. The aggregate number of shares under the 2017 Omnibus
Plan, the type of shares as to which awards may be granted, the
exercise price of and number and type of shares covered by each
outstanding award and the performance standards applicable to
awards are subject to adjustment in the event of a stock dividend,
extraordinary distribution, recapitalization or certain other
corporate transactions. The Committee also has the authority to
substitute or exchange any or all outstanding awards or to make a
cash payment in respect of such awards in the case of certain
corporate transactions.
Plan, the type of shares as to which awards may be granted, the
exercise price of and number and type of shares covered by each
outstanding award and the performance standards applicable to
awards are subject to adjustment in the event of a stock dividend,
extraordinary distribution, recapitalization or certain other
corporate transactions. The Committee also has the authority to
substitute or exchange any or all outstanding awards or to make a
cash payment in respect of such awards in the case of certain
corporate transactions.
Types of Awards. The 2017 Omnibus Plan allows any of the following
types of awards, to be granted alone or in tandem with other
awards:
types of awards, to be granted alone or in tandem with other
awards:
Stock Options. Stock options granted under the 2017 Omnibus Plan
may be either incentive stock options, which are intended to
satisfy the requirements of Section 422 of the Internal Revenue
Code, or non-qualified stock options, which are not intended to
meet those requirements. The exercise price of a stock option may
not be less than 50% of the fair market value of our common stock
on the date of grant and the term may not be longer than 10 years,
subject to certain rules applicable to incentive stock options;
provided, that if a stock option other than an incentive stock
option has an expiration date within 3 days of a Company black-out
period, the expiration date of such stock option shall be extended
for a period of 30 days following the end of the black-out period
or such longer period as permitted by the Committee. The 2017
Omnibus Plan prohibits the repricing of outstanding stock options.
Grantees will not be entitled to receive any dividends or other
distributions paid with respect to a stock option. Award agreements
for stock options may include rules for the effect of a termination
of service on the option and the term for exercising stock options
after any termination of service. No option may be exercised after
the end of the term set forth in the award agreement.
may be either incentive stock options, which are intended to
satisfy the requirements of Section 422 of the Internal Revenue
Code, or non-qualified stock options, which are not intended to
meet those requirements. The exercise price of a stock option may
not be less than 50% of the fair market value of our common stock
on the date of grant and the term may not be longer than 10 years,
subject to certain rules applicable to incentive stock options;
provided, that if a stock option other than an incentive stock
option has an expiration date within 3 days of a Company black-out
period, the expiration date of such stock option shall be extended
for a period of 30 days following the end of the black-out period
or such longer period as permitted by the Committee. The 2017
Omnibus Plan prohibits the repricing of outstanding stock options.
Grantees will not be entitled to receive any dividends or other
distributions paid with respect to a stock option. Award agreements
for stock options may include rules for the effect of a termination
of service on the option and the term for exercising stock options
after any termination of service. No option may be exercised after
the end of the term set forth in the award agreement.
Stock Appreciation Rights. A stock appreciation right entitles the
grantee to receive, with respect to a specified number of shares of
common stock, any increase in the value of the shares from the date
the award is granted to the date the right is exercised. The base
price of a stock appreciation right may not be less than 50% of the
fair market value of our common stock on the date of grant and the
term may not be longer than 10 years. Except as otherwise provided
by the Committee, stock appreciation rights will only be settled in
shares of our common stock. Grantees will not be entitled to
receive any dividends or other distributions paid with respect to a
stock appreciation right. Award agreements for stock appreciation
rights may include rules for the effect of a termination of service
on the stock appreciation right and the term for exercising stock
appreciation rights after any termination of service. No stock
appreciation right may be exercised after the end of the term set
forth in the award agreement.
grantee to receive, with respect to a specified number of shares of
common stock, any increase in the value of the shares from the date
the award is granted to the date the right is exercised. The base
price of a stock appreciation right may not be less than 50% of the
fair market value of our common stock on the date of grant and the
term may not be longer than 10 years. Except as otherwise provided
by the Committee, stock appreciation rights will only be settled in
shares of our common stock. Grantees will not be entitled to
receive any dividends or other distributions paid with respect to a
stock appreciation right. Award agreements for stock appreciation
rights may include rules for the effect of a termination of service
on the stock appreciation right and the term for exercising stock
appreciation rights after any termination of service. No stock
appreciation right may be exercised after the end of the term set
forth in the award agreement.
Restricted Stock. Restricted stock is common stock that is subject
to restrictions, including a prohibition against transfer and a
substantial risk of forfeiture, until the end of a restricted
period during which the grantee must satisfy certain vesting
conditions (which may include attaining certain performance goals).
Unless otherwise determined by the Committee, if the grantee does
not satisfy the vesting conditions by the end of the restricted
period, the restricted stock will be forfeited. Restricted stock
awards in excess of 5% of the number of shares available for awards
under the 2017 Omnibus Plan that are conditioned on a participants
continued employment with the Company or one of its affiliates will
not become vested earlier than one year from the date of grant.
to restrictions, including a prohibition against transfer and a
substantial risk of forfeiture, until the end of a restricted
period during which the grantee must satisfy certain vesting
conditions (which may include attaining certain performance goals).
Unless otherwise determined by the Committee, if the grantee does
not satisfy the vesting conditions by the end of the restricted
period, the restricted stock will be forfeited. Restricted stock
awards in excess of 5% of the number of shares available for awards
under the 2017 Omnibus Plan that are conditioned on a participants
continued employment with the Company or one of its affiliates will
not become vested earlier than one year from the date of grant.
During the restricted period, the holder of restricted stock has
the right to vote the shares of restricted stock but will not have
the right to receive dividends with respect to such shares, unless,
in each case, otherwise provided for by the Committee.
the right to vote the shares of restricted stock but will not have
the right to receive dividends with respect to such shares, unless,
in each case, otherwise provided for by the Committee.
Restricted Stock Units. A restricted stock unit entitles the
grantee to receive common stock after a restricted period during
which the grantee must satisfy certain vesting conditions (which
may include attaining certain performance goals). Unless otherwise
determined by the Committee, if the grantee does not satisfy the
vesting conditions by the end of the restricted period, the
restricted stock unit will be forfeited. The Committee is
authorized (but not required) to grant holders of restricted stock
units the right to receive dividend equivalents on the underlying
common stock. Awards of restricted stock units in excess of 5% of
the number of shares available for awards under the 2017 Omnibus
Plan that are conditioned on a participants continued employment
with the Company or one of its affiliates will not become vested
earlier than one year from the date of grant.
grantee to receive common stock after a restricted period during
which the grantee must satisfy certain vesting conditions (which
may include attaining certain performance goals). Unless otherwise
determined by the Committee, if the grantee does not satisfy the
vesting conditions by the end of the restricted period, the
restricted stock unit will be forfeited. The Committee is
authorized (but not required) to grant holders of restricted stock
units the right to receive dividend equivalents on the underlying
common stock. Awards of restricted stock units in excess of 5% of
the number of shares available for awards under the 2017 Omnibus
Plan that are conditioned on a participants continued employment
with the Company or one of its affiliates will not become vested
earlier than one year from the date of grant.
Other Equity-Based Awards. The 2017 Omnibus Plan also authorizes
the Committee to grant other types of equity-based compensation,
including deferred stock units, unrestricted shares, and other
awards that are convertible into our common stock. For example, the
Committee may grant awards that are based on the achievement of
performance goals (described below). Other such awards in excess of
5% of the number of shares available for awards under the 2017
Omnibus Plan that are conditioned upon a participants continued
employment with the Company or one of its affiliates will not
become vested earlier than one year from the date of grant.
the Committee to grant other types of equity-based compensation,
including deferred stock units, unrestricted shares, and other
awards that are convertible into our common stock. For example, the
Committee may grant awards that are based on the achievement of
performance goals (described below). Other such awards in excess of
5% of the number of shares available for awards under the 2017
Omnibus Plan that are conditioned upon a participants continued
employment with the Company or one of its affiliates will not
become vested earlier than one year from the date of grant.
Vesting and Performance Objectives. Awards under the 2017 Omnibus
Plan are forfeitable until they become vested. An award will become
vested only if the vesting conditions set forth in the award
agreement (as determined by the Committee) are satisfied. The
vesting conditions may include performance of services for a
specified period, achievement of performance goals (as described
below), or a combination of both. The Committee also has authority
to provide for accelerated vesting upon occurrence of certain
events.
Plan are forfeitable until they become vested. An award will become
vested only if the vesting conditions set forth in the award
agreement (as determined by the Committee) are satisfied. The
vesting conditions may include performance of services for a
specified period, achievement of performance goals (as described
below), or a combination of both. The Committee also has authority
to provide for accelerated vesting upon occurrence of certain
events.
Performance goals selected by the Committee as vesting conditions
may be based on any one of the following performance goals or
combination thereof (or an equivalent metric): achieving a target
level of Company net sales; achieving a target level of earnings
(including gross earnings; earnings before certain deductions, such
as interest, taxes, depreciation, or amortization; or earnings per
share); achieving a target level of income (including net income or
income before consideration of certain factors, such as overhead)
or a target level of gross profits for the Company, one of our
affiliates, or a business unit; achieving a target return on the
Companys (or one of our affiliates) sales, revenues, capital,
assets, or shareholders equity; maintaining or achieving a target
level of appreciation in the price of shares of our common stock;
achieving a target market share for the Company (or an affiliate);
achieving or maintaining a share price that meets or exceeds the
performance of specified stock market indices or other benchmarks
over a specified period; achieving a level of share price,
earnings, or income performance that meets or exceeds performance
in comparable areas of peer companies over a specified period;
achieving specified reductions in costs or targeted levels in
costs; achieving specified improvements in collection of
outstanding accounts or specified reductions in non-performing
debts; achieving a level of cash flow or working capital;
introducing one or more products into one or more new markets;
acquiring a prescribed number of new customers in a line of
business; achieving a prescribed level of productivity within a
business unit; completing specified projects within or below the
applicable budget; completing acquisitions of other businesses or
integrating acquired businesses; and expanding into other
may be based on any one of the following performance goals or
combination thereof (or an equivalent metric): achieving a target
level of Company net sales; achieving a target level of earnings
(including gross earnings; earnings before certain deductions, such
as interest, taxes, depreciation, or amortization; or earnings per
share); achieving a target level of income (including net income or
income before consideration of certain factors, such as overhead)
or a target level of gross profits for the Company, one of our
affiliates, or a business unit; achieving a target return on the
Companys (or one of our affiliates) sales, revenues, capital,
assets, or shareholders equity; maintaining or achieving a target
level of appreciation in the price of shares of our common stock;
achieving a target market share for the Company (or an affiliate);
achieving or maintaining a share price that meets or exceeds the
performance of specified stock market indices or other benchmarks
over a specified period; achieving a level of share price,
earnings, or income performance that meets or exceeds performance
in comparable areas of peer companies over a specified period;
achieving specified reductions in costs or targeted levels in
costs; achieving specified improvements in collection of
outstanding accounts or specified reductions in non-performing
debts; achieving a level of cash flow or working capital;
introducing one or more products into one or more new markets;
acquiring a prescribed number of new customers in a line of
business; achieving a prescribed level of productivity within a
business unit; completing specified projects within or below the
applicable budget; completing acquisitions of other businesses or
integrating acquired businesses; and expanding into other
markets. Any criteria used may be measured, as applicable, (A) in
absolute terms, (B) in relative terms (including without limitation
by the passage of time and/or against another company or
companies), (C) on a per-share basis, (D) against the performance
of the Company as a whole or a segment of the Company, (E) on a
pre-tax or after-tax basis, and/or (F) on a GAAP or non-GAAP basis.
absolute terms, (B) in relative terms (including without limitation
by the passage of time and/or against another company or
companies), (C) on a per-share basis, (D) against the performance
of the Company as a whole or a segment of the Company, (E) on a
pre-tax or after-tax basis, and/or (F) on a GAAP or non-GAAP basis.
If so specified in the award agreement, performance goals may
include or exclude extraordinary charges, losses from discontinued
operations, restatements and accounting changes, and other special
charges such as restructuring expenses, acquisitions and
divestitures and related expenses (including without limitation
expenses related to goodwill and other intangible assets), stock
offerings, stock repurchases, strategic loan loss provisions and
other unusual, non-recurring items of gain or loss that are
separately identified and quantified in the Companys audited
financial statements. Notwithstanding the preceding sentence,
unless the Committee determines otherwise prior to the end of the
applicable time for establishing performance objectives for an
award, to the extent any such item affects any performance criteria
applicable to an award, such item will be automatically excluded or
included in determining the extent to which the performance
objective has been achieved, whichever will produce the higher
award (subject to the exercise of negative discretion by the
Committee).
include or exclude extraordinary charges, losses from discontinued
operations, restatements and accounting changes, and other special
charges such as restructuring expenses, acquisitions and
divestitures and related expenses (including without limitation
expenses related to goodwill and other intangible assets), stock
offerings, stock repurchases, strategic loan loss provisions and
other unusual, non-recurring items of gain or loss that are
separately identified and quantified in the Companys audited
financial statements. Notwithstanding the preceding sentence,
unless the Committee determines otherwise prior to the end of the
applicable time for establishing performance objectives for an
award, to the extent any such item affects any performance criteria
applicable to an award, such item will be automatically excluded or
included in determining the extent to which the performance
objective has been achieved, whichever will produce the higher
award (subject to the exercise of negative discretion by the
Committee).
The Committee may, in its discretion, also grant awards based on
performance objectives other than those described above. If the
Committee grants these awards, they will not qualify as
performance-based compensation under Section 162(m) of the Internal
Revenue Code unless and until such performance objectives are
approved by our shareholders.
performance objectives other than those described above. If the
Committee grants these awards, they will not qualify as
performance-based compensation under Section 162(m) of the Internal
Revenue Code unless and until such performance objectives are
approved by our shareholders.
Nontransferability. In general, awards under the 2017 Omnibus Plan
may not be assigned or transferred except by will or the laws of
descent and distribution. However, the Committee may allow the
transfer of non-qualified stock options to a participants immediate
family or to a trust or trusts for the benefit of such family
members or one or more partnerships of which family members are the
only partners.
may not be assigned or transferred except by will or the laws of
descent and distribution. However, the Committee may allow the
transfer of non-qualified stock options to a participants immediate
family or to a trust or trusts for the benefit of such family
members or one or more partnerships of which family members are the
only partners.
Change in Control. The Committee will determine the treatment of
outstanding awards granted under the 2017 Omnibus Plan in
connection with any transaction or transactions resulting in a
change in control.
outstanding awards granted under the 2017 Omnibus Plan in
connection with any transaction or transactions resulting in a
change in control.
Withholding. We are authorized to withhold from any award granted
and any payment relating to any award under the 2017 Omnibus Plan
any applicable taxes. In the discretion of the Committee, a
participant may satisfy his or her withholding obligations through
our withholding shares of common stock that would otherwise be
delivered upon settlement of the award.
and any payment relating to any award under the 2017 Omnibus Plan
any applicable taxes. In the discretion of the Committee, a
participant may satisfy his or her withholding obligations through
our withholding shares of common stock that would otherwise be
delivered upon settlement of the award.
Amendment and Termination. Our Board may amend or terminate the
2017 Omnibus Plan at any time. No amendment that increases the
total number of shares of common stock that may be granted under
the 2017 Omnibus Plan, increases the maximum number of shares of
common stock that may be issued to any individual participant, or
amends the 2017 Omnibus Plan provision that prohibits repricing of
options or stock appreciation rights without shareholder approval
will be effective unless it is approved by our shareholders.
Without the consent of an affected participant, no action may
adversely affect in a material manner any right of such participant
under any previously granted award.
2017 Omnibus Plan at any time. No amendment that increases the
total number of shares of common stock that may be granted under
the 2017 Omnibus Plan, increases the maximum number of shares of
common stock that may be issued to any individual participant, or
amends the 2017 Omnibus Plan provision that prohibits repricing of
options or stock appreciation rights without shareholder approval
will be effective unless it is approved by our shareholders.
Without the consent of an affected participant, no action may
adversely affect in a material manner any right of such participant
under any previously granted award.
Effective Date and Duration. The 2017 Omnibus Plans effective
date is October 18, 2016. Unless it is terminated sooner, no
awards will be granted under the 2017 Omnibus Plan more than 10
years after the 2017 Omnibus Plans effective date.
date is October 18, 2016. Unless it is terminated sooner, no
awards will be granted under the 2017 Omnibus Plan more than 10
years after the 2017 Omnibus Plans effective date.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Shareholders (the Annual Meeting) of
Actuant Corporation (the Company) was held January 17, 2017. At the
annual meeting, shareholders elected the following directors, to
serve until the Companys next annual meeting and until their
successors are elected and qualified:
Actuant Corporation (the Company) was held January 17, 2017. At the
annual meeting, shareholders elected the following directors, to
serve until the Companys next annual meeting and until their
successors are elected and qualified:
|
|
Shares Voted in Favor of
|
|
Shares Withholding Authority
|
|
Broker Non-Votes
|
|
Randal W. Baker
|
54,072,635
|
|
785,120
|
|
1,666,425
|
|
Gurminder S. Bedi
|
54,048,566
|
|
809,189
|
|
1,666,425
|
|
Danny L. Cunningham
|
54,156,118
|
|
701,637
|
|
1,666,425
|
|
E. James Ferland
|
48,364,372
|
|
6,493,383
|
|
1,666,425
|
|
R. Alan Hunter, Jr.
|
48,360,056
|
|
6,497,699
|
|
1,666,425
|
|
Robert A. Peterson
|
54,384,699
|
|
473,056
|
|
1,666,425
|
|
Holly A. Van Deursen
|
54,447,349
|
|
410,406
|
|
1,666,425
|
|
Dennis K. Williams
|
46,009,269
|
|
8,848,486
|
|
1,666,425
|
The following reflects voting for matters other than the election
of directors brought for vote at the Annual Meeting:
of directors brought for vote at the Annual Meeting:
|
|
Shares Voted in Favor of
|
|
Shares Voted Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
Advisory vote on the compensation of the Companys Named
Executive Officers |
53,613,699
|
|
1,080,902
|
|
163,154
|
|
1,666,425
|
|
Approval of the Company’s 2017 Omnibus Incentive Plan
|
51,179,566
|
|
3,586,943
|
|
91,246
|
|
1,666,425
|
|
Ratification of PricewaterhouseCoopers LLP as the
Companys independent auditor |
44,934,312
|
|
11,498,696
|
|
91,172
|
|
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
|
Exhibit No.
|
Description
|
|
99.1
|
Actuant Corporation 2017 Omnibus Incentive Plan (filed as
Exhibit A to the definitive proxy statement dated December 5, 2016 relating to the Companys annual meeting of shareholders held on January 17, 2017 and incorporated herein by reference). |
About ACTUANT CORPORATION (NYSE:ATU)
Actuant Corporation designs, manufactures and distributes a range of industrial products and systems to various end markets. The Company operates through three segments: Industrial, Energy and Engineered Solutions. The Company’s Industrial segment is primarily involved in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Company’s Energy segment provides joint integrity products and services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil and gas, power generation and other energy markets. The Company’s Engineered Solutions segment provides engineered position and motion control systems to original equipment manufacturers (OEM) in various on and off-highway vehicle markets, as well as various other products to the industrial and agricultural markets. ACTUANT CORPORATION (NYSE:ATU) Recent Trading Information
ACTUANT CORPORATION (NYSE:ATU) closed its last trading session up +0.17 at 27.05 with 444,350 shares trading hands.
