UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 27, 2011
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-26966
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84-0846841 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1625 Sharp Point Drive, Fort Collins, Colorado
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80525 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (970) 221-4670
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
The information in this Form 8-K that is furnished under “Item 2.02 Results of Operations and
Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of
Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
On May 2, 2011, Advanced Energy Industries, Inc. announced via press release its financial results
for the quarter ended March 31, 2011. A copy of the press release is furnished with this Current
Report on Form 8-K as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2011, the Compensation Committee of the Board of Directors of Advanced Energy
Industries, Inc., a Delaware corporation (the “Company”), approved amendments to the
Company’s Leadership Corporate Incentive Plan (as amended, the “Leadership Plan”) and
established performance objectives under such plan for the named executive officers (other than the
Chief Executive Officer) for 2011. On April 28, 2011, the Board of Directors of the Company
approved the amendments to the Leadership Plan insofar as they affect the Chief Executive Officer
of the Company and established performance objectives under such plan for the Chief Executive
Officer for 2011.
As previously disclosed, the Company maintains two cash bonus plans: the Leadership Plan and the
Employee Corporate Incentive Plan (“Employee Plan”). The Leadership Plan provides the
Company’s executive officers and other key leaders, including the Company’s named executive
officers, with the opportunity to earn cash bonuses based on achievement of corporate performance
metrics and individual performance objectives. Participants in the Leadership Plan do not
participate in the Employee Plan. Any individual bonus payable to a named executive officer under
the Leadership Plan will be based upon such named executive officer’s (a) pre-established target
bonus, (b) annual performance review and (c) achievement of individual performance objectives,
subject to consideration of the total size of the bonus pool and the limitation that no participant
may receive a bonus greater than 150% of his or her pre-established target bonus.
Also as previously disclosed, the pre-established target bonuses for the Company’s named executive
officers under the Leadership Plan are as follows:
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Hans Georg Betz, Chief Executive Officer — 100% of base salary |
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Yuval Wasserman, President and Chief Operating Officer / General Manager of Thin
Films — 70% of base salary |
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Danny Herron, Executive Vice President and Chief Financial Officer — 60% of base
salary |
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Gregg Patterson, Executive Vice President and General Manager Renewables — 60% of
base salary |
The individual performance objectives for the named executive officers are based upon each named
executive officer’s individual contributions to the Company’s overall execution of its initiatives
in the categories of (1) revenue and earnings, (2) long-term strategic planning and execution, (3)
operational execution and (4) business and financial process development. Dr. Betz also has an
individual performance objective with respect to increasing market capitalization. Mr. Wasserman
also has individual performance objectives with respect to quality and market share. Mr. Herron
also has individual performance objectives with respect to investor relations and market
capitalization. Mr. Patterson also has individual performance objectives with respect to new
product introductions.
The Board of Directors maintains the discretion to evaluate each executive officer’s performance
against his individual performance objectives and determine the relative weight of such objectives.
No bonuses will be payable in any fiscal year under the Leadership Plan, and no bonus pool will be
funded therefor, unless the Company achieves a level of post-bonus pre-tax income specified by the
Board of Directors for such fiscal year. The size of the bonus pool, if one is funded, will depend
on the amount of post-bonus pre-tax income achieved in the fiscal year, subject to a maximum bonus
pool equal to 150% of the target bonuses of the participants in the Leadership Plan.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is furnished pursuant to Item 2.02:
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99.1 |
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Press release dated May 2, 2011 by
Advanced Energy Industries, Inc.,
reporting its financial results for
the quarter ended March 31, 2011. |