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): May 25, 2006
Park-Ohio Holdings Corp.
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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000-03134
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34-1867219 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 23000 Euclid Avenue, Cleveland Ohio
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44117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (216) 692-7200
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2006, the shareholders of Park-Ohio Holdings Corp. (the “Company”), upon the
recommendation of the Company’s Board of Directors (the “Board”), approved amendments to the
Park-Ohio Holdings Corp. Amended and Restated 1998 Long-Term Incentive Plan (the “Incentive Plan”)
and approved the Park-Ohio Holdings Corp. Annual Cash Bonus Plan (the “Bonus Plan”). The Board
adopted the amended Incentive Plan and the Bonus Plan, subject to shareholder approval, in March
2006.
The Incentive Plan incorporates an amendment to increase the number of shares available under,
and make certain other changes in, the existing plan (the “Amendments”). The Incentive Plan
provides for granting stock options, stock appreciation rights, restricted shares, performance
shares or stock awards (“Awards”) to employees and directors of the Company and its subsidiaries
and other persons whose selection the Compensation Committee of the Board of Directors of the
Company (the “Committee”) determines to be in the best interests of the Company. The Amendments
increase the number of shares of the Company’s common stock by 1,000,000 to 2,650,000 with respect
to which Awards authorized under the Plan may be awarded. The Amendments also made certain other
technical and clarifying changes, to update the Incentive Plan and address recent tax, accounting
and other developments.
The Bonus Plan provides for granting of cash bonuses upon achievement of specified performance
goals, referred to as “Management Objectives,” to “Eligible Executives,” who are defined as the
Company’s Chief Executive Officer and any other executive officer of the Company designated by the
Committee. Management Objectives may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Eligible Executive or of the
subsidiary, division, department or function within the Company or subsidiary in which the Eligible
Executive is employed. The Management Objectives are limited to specified levels of, growth in or
relative peer company performance in: earnings per share; return on invested capital; return on
total capital; return on assets; return on equity; total shareholder return; net income; revenue;
cash flow or operating profit; and productivity improvement. Not later than the 90th day of each
fiscal year of the Company, the Committee shall establish the Management Objectives for each
Eligible Executive and the amount of incentive bonus payable (or formula for determining such
amount) upon full achievement of the specified Management Objectives.
Incentive bonus payments made under the Bonus Plan are intended to constitute qualified
“performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code and
Section 1.162-27 of the Treasury Regulations promulgated thereunder, and in no event shall the
incentive bonus paid to an Eligible Executive under the Bonus Plan for a year exceed $3.0 million.
The Committee previously established the Management Objectives for fiscal 2006 under the Bonus
Plan, subject to shareholder approval of the Bonus Plan. For fiscal 2006, Edward F. Crawford, the
Company’s Chairman of the Board and Chief Executive Officer, who is currently the only Eligible
Executive, will be entitled to an award equal to 4% of the Company’s consolidated adjusted net
income.
The descriptions of the Incentive Plan and Bonus Plan contained herein are qualified in their
entirety by reference to the full text of the Incentive Plan and Bonus Plan, which are filed as
Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and incorporated herein by reference.