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): May 12, 2009
Colfax
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8730
Stony Point Parkway, Suite 150
Richmond,
VA 23235
(Address
of Principal Executive Offices) (Zip Code)
(804) 560-4070
(Registrant’s
telephone number, including area code)
Not
Applicable
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
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(e) On
May 12, 2009, the stockholders of Colfax Corporation (the
“Company”) approved the Colfax Corporation Annual Incentive Plan (the
“Plan”) at the Company’s 2009 Annual Meeting of Stockholders. The
Plan had been previously approved by the Board of Directors of the Company (the
“Board”) on December 11, 2008. The Compensation Committee of the Board
(the “Compensation Committee”) will administer the Plan and it has the full
authority to make awards under the Plan. The named executive officers of
the Company, along with other executive officers selected by the Compensation
Committee, are eligible to participate in the Plan. The Plan is intended
to enhance the Company’s ability to attract and retain highly qualified officers
and key employees and to motivate these individuals to serve the Company. Also,
any payments made under the Plan are intended to be treated as “qualified
performance-based compensation” for the purposes of Section 162(m) of the
Internal Revenue Code (the “Code”).
2
The
Compensation Committee has the discretion to determine the period of time during
which performance goals must be met in order to determine the amount of payment
or vesting earned under any Plan award. Performance goals will be
established no later than 90 days after the beginning of any performance period
applicable to an award, or at any other date that is required or permitted for
“performance-based compensation” under Section 162(m). The performance
goals for awards consist of one or more business criteria with the targeted
levels of performance specified by the Compensation Committee. Any performance
goal or a combination thereof can be used to measure the performance of the
Company or any of its business units. A performance goal may also be
measured against comparable companies, a published stock index, or a stock
market index in relation to share price, all under the discretion of the
Compensation Committee. The specific goal or goals shall relate to one or more
of the following metrics:
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·
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net
earnings or net income;
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·
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operating
earnings;
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·
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pretax
earnings;
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·
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earnings
per share;
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·
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share
price, including growth measures and total stockholder
return;
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·
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earnings
before interest and taxes;
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·
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earnings
before interest, taxes, depreciation and/or
amortization;
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·
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sales
or revenue growth, whether in general, by type of product or service, or
by type of customer;
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·
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gross
or operating margins;
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·
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return
measures, including return on assets, capital, investment, equity, sales
or revenue;
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·
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cash
flow, including operating cash flow, free cash flow, cash flow return on
equity and cash flow return on
investment;
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·
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productivity
ratios;
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·
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expense
targets;
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·
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market
share;
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·
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financial
ratios as provided in credit agreements of the Company and its
subsidiaries;
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·
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working
capital targets;
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·
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completion
of acquisitions of business or
companies;
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·
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completion
of divestitures and asset sales;
and
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·
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any
combination of any of the foregoing business
criteria.
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Plan
awards may be made in cash, the Company’s common stock, or other property at the
discretion of the Compensation Committee. Awards made in common stock will be
drawn solely from the shares available for distribution under the Company’s 2008
Omnibus Incentive Plan. The maximum amount paid to any participant in any
fiscal year pursuant to the Plan cannot exceed $3 million. The Board may
amend, suspend or terminate the Plan at any time; provided that, except for
technical amendments to comply with the deferred compensation rules under
Section 409A of the Code, no such amendment, suspension or termination shall,
without the consent of a participant, adversely affect any right of the
participant under the participant’s outstanding awards. Further, no amendment
can alter the business criteria on which performance goals are based, increase
the maximum amount for an award, or materially modify the requirements regarding
eligibly for the Plan without prior stockholder approval.
A copy of
the Plan is attached to the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on April 9, 2009 as Appendix
A.
3
SIGNATURES
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 hereunto duly authorized.
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Colfax
Corporation
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Date: May
15, 2009
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By:
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/s/
JOHN A. YOUNG
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Name:
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John
A. Young
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Title:
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President
and Chief Executive Officer
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