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 23, 2011
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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OHIO
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1-2299
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34-0117420 |
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(State or Other Jurisdiction of
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(Commission File
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(I.R.S. Employer |
Incorporation or Organization)
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Number)
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Identification No.) |
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One Applied Plaza, Cleveland, Ohio 44115
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(Address of Principal Executive Officers) (Zip Code)
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Registrants Telephone Number, Including Area Code: (216) 426-4000
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)) |
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On April 23, 2011, David L. Pugh, Chairman & Chief Executive Officer of Applied Industrial
Technologies, Inc. (Applied), informed the Board of Directors that he will retire from Applied by
the next annual shareholder meeting to be held in October 2011. Mr. Pugh will also step down from
the Board at the same time. On April 27, 2011, Applied issued the press release, attached as
Exhibit 99.1, announcing such retirement.
In connection with his retirement, Applied and Mr. Pugh entered into a letter agreement (a copy of
which is attached as Exhibit 10.1) regarding his retirement and pursuant to which Mr. Pugh is
guaranteed a payment equal to 100% of his salary, or $945,000, to be prorated based on the number
of days elapsed in Applieds fiscal year ending June 30, 2012 prior to his retirement. In
exchange, Mr. Pugh agreed to assist the Board in finding and hiring his successor, and to one-year
non-compete and non-solicitation covenants. Mr. Pugh also agreed to give a general release of
claims upon his retirement.
The foregoing description of Mr. Pughs letter agreement is qualified in its entirety by reference
to its terms, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(c) Exhibits.
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10.1 |
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Letter agreement dated April 27, 2011 between Applied
Industrial Technologies, Inc. and David L. Pugh |
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99.1 |
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Press release dated April 27, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Registrant)
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By: |
/s/ Fred D. Bauer
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Fred D. Bauer |
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Vice President-General Counsel
& Secretary |
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Date: April 27, 2011