TRIUMPH GROUP, INC. (NASDAQ:TGI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
On November10, 2016, the Board of Directors (the Board) of
Triumph Group,Inc. (the Company) finalized and approved revised
compensation arrangements for non-employee directors of the
Company that were recommended by the Nominating and Corporate
Governance Committee of the Board (the Committee). The following
chart summarizes the changes made to the Companys non-employee
director compensation and the reasons for those changes:
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PayPrinciple |
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Changesmade |
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change the annual equity compensation to restricted stock |
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provide a mechanism, through the deferred compensation |
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Encourage meaningful ownership of our common stock by |
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for any deferred equity compensation, provide for the |
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increase the stock ownership guidelines to five times the |
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allow for flexibility of individual choice in the timing |
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increase the annual cash retainer fees and Board Chair and |
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increase the fair market value of the annual equity awards |
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Provide market competitive pay to attract and retain key |
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utilize the same peer group as used for executive |
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establish maximum limits on annual and discretionary equity |
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balance the need for a competitive pay program with |
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eliminate sign-on awards |
The Board did not change its long-standing policy of not paying
specific per-meeting fees. Daniel J. Crowley, the Chief Executive
Officer, does not receive additional compensation for his service
on the Board.
On November10, 2016, the Board approved the 2016 annual equity
awards of restricted stock units for non-employee directors under
the revised Non-employee Director Compensation Program.
In conjunction with the approval of the revised Non-employee
Director Compensation Program, the Board approved the Triumph
Group,Inc. Directors Deferred Compensation Plan (the Deferred
Compensation Plan). Under the Deferred Compensation Plan,
beginning with annual fees paid and annual equity awards made
in the Companys fiscal year 2018, each non-employee director
will be able to defer receipt of annual fees and/or annual
equity awards into deferred cash accounts or deferred stock
accounts. The maximum deferral period is five years after
retirement or other departure from the Board. The purpose of
the Deferred Compensation Plan is to allow for flexibility of
individual choice in the timing and receipt of payment of Board
compensation, while encouraging equity ownership by
non-employee directors.
The new Non-employee Director Compensation Program, effective
July21, 2016, and the Triumph Group,Inc. Directors Deferred
Compensation Plan are attached to this Form8-K as Exhibit10.1
and Exhibit10.2, respectively, and each is incorporated by
reference herein.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
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No. |
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Description |
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10.1 |
Triumph Group,Inc. Non-employee Director Compensation |
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10.2 |
Triumph Group,Inc. Directors Deferred Compensation Plan, |
PAGE
About TRIUMPH GROUP, INC. (NASDAQ:TGI)
