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| KAMN > SEC Filings for KAMN > Form 8-K on 10-Jun-2009 | All Recent SEC Filings |
10-Jun-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
Appointment of George E. Minnich as a Director
At a Kaman Corporation Board of Directors meeting held on June 9, 2009, the Board appointed Mr. George E. Minnich as a Class 3 Director, effective on that date, and also approved an increase in the number of directorships from nine (9) to ten (10) in order to accommodate this appointment. Mr. Minnich's initial term as a Director will expire coincident with the 2010 Annual Meeting of Shareholders. Mr. Minnich was also appointed a member of the Board's Audit and Finance Committees.
Mr. Minnich, 59, served as Senior Vice President and Chief Financial Officer of ITT Corporation, then a $9 billion commercial and defense business, from 2005 until his retirement in 2007. Prior to that, he served in several senior finance positions at United Technologies Corporation, including Vice President and Chief Financial Officer of Otis Elevator Company from 2001 to 2005 and Vice President and Chief Financial Officer of Carrier Corporation from 1996 to 2001. He also held various positions with Pricewaterhouse Coopers (then Price Waterhouse) from 1971 to 1993, serving as an Audit Partner from 1984 to 1993. He is a director of AGCO Corporation, an $8.4 billion manufacturer and distributor of agricultural equipment.
There are no transactions, relationships or arrangements between Mr. Minnich and the company or any of its subsidiaries.
The Company's press release announcing the appointment of Mr. Minnich is attached as Exhibit 99.1.
Compensatory Arrangements of Certain Officers
Non-Equity Incentive Plan Compensation. At its meeting on June 9, 2009, the Personnel & Compensation Committee of the Board of Directors approved payment of long-term incentive program ("LTIP") awards to certain of the company's named executive officers who participated in the completed three-year performance period January 1, 2006 - December 31, 2008 (the "completed performance period"). LTIP awards are made under the terms of the company's 2003 Stock Incentive Plan and in accordance with the plan, the Committee reviewed the company's actual financial performance compared to the average of the companies comprising the Russell 2000 index for the same performance period utilizing the following factors: three-year average return on investment (weighted 40%), average annual growth in earnings per share (weighted 40%), and total three-year return to shareholders (weighted 20%). Financial performance in the 1st quartile results in no award payment; performance at the median results in an award payment at 100% of target; and performance at the top of, or above, the 3rd quartile results in a maximum payment of 200% of target. Interpolation is used to determine payments for financial performance between the quartiles.
Based upon the results of that review, the Committee determined that the award percentage for the completed performance period was 195.8% of target and approved the following payments, which are shown together with a new total compensation figure to update the Summary Compensation Table for Fiscal Year 2008 to include the LTIP payment:
Name Principal Position LTIP Payment Total ($)
(Non-Equity Compensation
Incentive
Plan
Compensation)
($)
T. Jack Cahill President, Kaman 427,610 865,309
Industrial
Technologies
Corporation
Candace A. Clark Senior Vice 400,885 1,117,382
President and Chief
Legal Officer
Ronald M. Galla Senior Vice 314,834 972,957
President and Chief
Information Officer
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All awards were paid in cash, except that Ms. Clark's payment included issuance of 2,294 shares of Common Stock valued at $17.52 (the closing price of the stock on June 9, 2009), as permitted by the terms of the Company's 2003 Stock Incentive Plan. The award amounts represent 103% of the estimated accrued amounts disclosed by the company in its 2009 proxy statement. The amounts were estimated because it was not possible to compare the company's performance results to that of the Russell 2000 index companies as information for only a small percentage of index companies was available at that time.
The company's other current named executive officers, Neal J. Keating, Chairman, President and Chief Executive Officer and William C. Denninger, Senior Vice President and Chief Financial Officer did not participate in the completed performance period because they were not associated with the company when the performance period began on January 1, 2006.
(c) Exhibits
The following documents are filed as Exhibits herewith:
Exhibit 99.1 - Press Release dated June 10, 2009 announcing Mr. Minnich's election as a Director
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