LUMINEX CORPORATION (NASDAQ:LMNX) 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.
Retirement of Jay B. Johnston
On March 27, 2017, Jay B. Johnston informed Luminex Corporation
(the Company) of his retirement from the Board of Directors of
the Company effective at the conclusion of the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting), for personal
reasons. Mr. Johnstons departure is amicable and is not due to
any disagreement with the Company or with any officer or director
of the Company. The Company greatly appreciates Mr. Johnstons
service to the Company. Mr. Johnstons current term of service was
scheduled to expire at the Annual Meeting.
(the Company) of his retirement from the Board of Directors of
the Company effective at the conclusion of the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting), for personal
reasons. Mr. Johnstons departure is amicable and is not due to
any disagreement with the Company or with any officer or director
of the Company. The Company greatly appreciates Mr. Johnstons
service to the Company. Mr. Johnstons current term of service was
scheduled to expire at the Annual Meeting.
2017 Cash-Based Executive Performance Incentives
On March 27, 2017, a subcommittee of the Compensation Committee
(the Committee) of the Companys Board of Directors approved the
2017 cash-based performance incentive opportunities under the
Companys Amended and Restated Management Incentive Plan (the
Management Incentive Plan) for the Companys named executive
officers and certain other executives.
(the Committee) of the Companys Board of Directors approved the
2017 cash-based performance incentive opportunities under the
Companys Amended and Restated Management Incentive Plan (the
Management Incentive Plan) for the Companys named executive
officers and certain other executives.
The performance awards under the Management Incentive Plan are
based upon achievement of an established Company performance goal
(Company Financial Goal) as well as research and development,
departmental and other project goals (Key Objectives) and
leadership goals (Leadership Goals), in each case as determined
by the Committee and subject to such adjustments and exclusions
as determined by the Committee. The Company Financial Goal is
based on a matrix of revenue and operating profit for the year
ended December 31, 2017 and is the same for each participant.
Certain Key Objectives are the same for each participant while
others vary by executive and are based on specified research and
development, management or strategic initiatives, projects or
other requirements, with each objective given a specified weight.
The Leadership Goals are generally the same for each participant
and are generally designed to drive the Companys culture to
obtain the results required for the Companys success.
based upon achievement of an established Company performance goal
(Company Financial Goal) as well as research and development,
departmental and other project goals (Key Objectives) and
leadership goals (Leadership Goals), in each case as determined
by the Committee and subject to such adjustments and exclusions
as determined by the Committee. The Company Financial Goal is
based on a matrix of revenue and operating profit for the year
ended December 31, 2017 and is the same for each participant.
Certain Key Objectives are the same for each participant while
others vary by executive and are based on specified research and
development, management or strategic initiatives, projects or
other requirements, with each objective given a specified weight.
The Leadership Goals are generally the same for each participant
and are generally designed to drive the Companys culture to
obtain the results required for the Companys success.
The total target awards for the Companys named executive officers
and certain other executives (other than as noted below for Mr.
Shamir) in 2017 are weighted 50% for the achievement of the
Company Financial Goal, 20% for the achievement of Key Objectives
applicable to each participant, 20% for the achievement of Key
Objectives that vary by participant and 10% for the achievement
of Leadership Goals and are based on a target bonus established
by the Committee for each participant. The total target award for
our CEO, Mr. Shamir, in 2017 is weighted 50% for the achievement
of the Company Financial Goal and 50% for the achievement of Key
Objectives. The target bonuses for each named executive officer
and certain other executives approved, reflected as a percentage
of 2017 earned base salary, are the same as they were for 2016
and are as follows:
and certain other executives (other than as noted below for Mr.
Shamir) in 2017 are weighted 50% for the achievement of the
Company Financial Goal, 20% for the achievement of Key Objectives
applicable to each participant, 20% for the achievement of Key
Objectives that vary by participant and 10% for the achievement
of Leadership Goals and are based on a target bonus established
by the Committee for each participant. The total target award for
our CEO, Mr. Shamir, in 2017 is weighted 50% for the achievement
of the Company Financial Goal and 50% for the achievement of Key
Objectives. The target bonuses for each named executive officer
and certain other executives approved, reflected as a percentage
of 2017 earned base salary, are the same as they were for 2016
and are as follows:
|
Name
|
Title
|
Target Bonus
|
||
|
Nachum Shamir
|
President and Chief Executive Officer
|
50%
|
||
|
Harriss T. Currie
|
Senior Vice President, Finance, Chief Financial Officer
and Treasurer |
50%
|
||
|
Randall Meyers
|
Senior Vice President, Global Manufacturing and Quality
|
50%
|
||
|
Richard W. Rew II
|
Senior Vice president, General Counsel and Corporate
Secretary |
50%
|
||
|
Todd C. Bennett
|
Senior Vice President, Global Sales and Customer
Operations |
50%
|
||
|
Nancy M. Fairchild
|
Senior Vice President, Human Resources
|
50%
|
Following the end of the fiscal year, the Committee will
determine whether and the extent to which the applicable targets
were met. The Company Financial Goal is subject to an
over/underachievement scale with possible payouts of 0% to 200%
of the target bonus for the Company Financial Goal based on
financial results between specified minimum and maximum
performance levels of the performance targets. The minimum
threshold represents the level of Company performance below which
no incentive will be paid for the Company Financial Goal and is
established annually by the Committee. The target threshold
represents the level where the actual incentive award paid for
the Company Financial Goal equals the targeted award and the
maximum threshold represents the performance level where the
actual incentive award paid equals the maximum amount permitted
under the Management Incentive Plan. Minimum payouts for minimum
threshold performance start at 30% of the target value for the
Company Financial Goal.
determine whether and the extent to which the applicable targets
were met. The Company Financial Goal is subject to an
over/underachievement scale with possible payouts of 0% to 200%
of the target bonus for the Company Financial Goal based on
financial results between specified minimum and maximum
performance levels of the performance targets. The minimum
threshold represents the level of Company performance below which
no incentive will be paid for the Company Financial Goal and is
established annually by the Committee. The target threshold
represents the level where the actual incentive award paid for
the Company Financial Goal equals the targeted award and the
maximum threshold represents the performance level where the
actual incentive award paid equals the maximum amount permitted
under the Management Incentive Plan. Minimum payouts for minimum
threshold performance start at 30% of the target value for the
Company Financial Goal.
Except as otherwise determined by the Committee, Key Objectives
and Leadership Goals are generally not subject to an
overachievement scale for the Companys named executive officers
and certain other executives other than Mr. Shamir. Mr. Shamirs
Key Objectives are subject to overachievement payouts up to 200%
for 2017. Accordingly, the Management Incentive Plan
opportunities for 2017 provide for potential performance bonuses
ranging from 0% to 200% of Mr. Shamirs target bonus amount and 0%
to 150% of the target bonus amount of our other named executive
officers and certain other executives, subject in each case to
the achievement of the total consolidated revenue threshold
approved by the Committee for 2017.
and Leadership Goals are generally not subject to an
overachievement scale for the Companys named executive officers
and certain other executives other than Mr. Shamir. Mr. Shamirs
Key Objectives are subject to overachievement payouts up to 200%
for 2017. Accordingly, the Management Incentive Plan
opportunities for 2017 provide for potential performance bonuses
ranging from 0% to 200% of Mr. Shamirs target bonus amount and 0%
to 150% of the target bonus amount of our other named executive
officers and certain other executives, subject in each case to
the achievement of the total consolidated revenue threshold
approved by the Committee for 2017.
Amendment to Mr. Shamirs Employment Agreement
On March 27, 2017, the Compensation Committee approved an
amendment (the Amendment) to the employment agreement, dated
October 14, 2014, between Mr. Shamir and the Company (the
Employment Agreement). The Employment Agreement previously
provided that in the event Mr. Shamirs employment is terminated
by the Company within six months of the occurrence of a change in
control of the Company, Mr. Shamir would be entitled to receive,
among other things, a payment equal to Mr. Shamirs prior years
bonus amount and Mr. Shamirs base salary at the highest rate in
effect for the six months immediately prior to the change in
control through the date of termination, in lump sum within three
business days of termination. to the Amendment, in the event Mr.
Shamirs employment is terminated by the Company within six months
of the occurrence of a change in control of the Company, Mr.
Shamir would now be entitled to receive, among other things, a
payment equal to 150% of Mr. Shamirs prior years bonus amount and
150% of Mr. Shamirs base salary at the highest rate in effect for
the six months immediately prior to the change in control through
the date of termination, in lump sum within three business days
of termination.
amendment (the Amendment) to the employment agreement, dated
October 14, 2014, between Mr. Shamir and the Company (the
Employment Agreement). The Employment Agreement previously
provided that in the event Mr. Shamirs employment is terminated
by the Company within six months of the occurrence of a change in
control of the Company, Mr. Shamir would be entitled to receive,
among other things, a payment equal to Mr. Shamirs prior years
bonus amount and Mr. Shamirs base salary at the highest rate in
effect for the six months immediately prior to the change in
control through the date of termination, in lump sum within three
business days of termination. to the Amendment, in the event Mr.
Shamirs employment is terminated by the Company within six months
of the occurrence of a change in control of the Company, Mr.
Shamir would now be entitled to receive, among other things, a
payment equal to 150% of Mr. Shamirs prior years bonus amount and
150% of Mr. Shamirs base salary at the highest rate in effect for
the six months immediately prior to the change in control through
the date of termination, in lump sum within three business days
of termination.
The above description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the
Amendment itself, a copy of which is attached to this report as
Exhibit 10.1, and is incorporated herein in its entirety by
reference.
complete and is qualified in its entirety by reference to the
Amendment itself, a copy of which is attached to this report as
Exhibit 10.1, and is incorporated herein in its entirety by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
10.1
|
Amendment to Employment Agreement, dated March 27,
2017, by and between Nachum Shamir and Luminex Corporation. |
|
|
10.2
|
2017 Cash-Based Executive Performance Incentives.
|
About LUMINEX CORPORATION (NASDAQ:LMNX)
Luminex Corporation develops, manufactures and sells biological testing technologies with applications throughout the diagnostics, pharmaceutical and life sciences industries. The Company has a range of instruments using its xMAP technology, including its LUMINEX 100/200 systems offer 100-plex testing; the Company’s FLEXMAP 3D system is its high-throughput, 500-plex testing system, and its MAGPIX system provides 50-plex testing using imaging rather than flow cytometry. By using its xMAP technology, the end users are able to generate multiple simultaneous results per sample. The Company primarily serves the diagnostics, pharmaceutical and life sciences industries by marketing products, including its testing equipment and assays, to various types of testing laboratories. The Company’s assay products are focused on three segments of the molecular diagnostic testing market: human genetics, personalized medicine and infectious disease. LUMINEX CORPORATION (NASDAQ:LMNX) Recent Trading Information
LUMINEX CORPORATION (NASDAQ:LMNX) closed its last trading session up +0.08 at 18.22 with 170,844 shares trading hands.
