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): February 20, 2013

 

 

Global Power Equipment Group Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-16501		73-1541378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

400 E. Las Colinas Boulevard

Irving, Texas 75039

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: (214) 574-2700

 

 

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))

 

 

 

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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.

(e) On February 20, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of Global Power Equipment Group Inc. (the “Company”) approved the adoption of a new annual short-term incentive plan that will apply to 2013 and subsequent years (the “STI Plan”). The STI Plan shall be applicable to certain designated employees, including the Company’s named executive officers, and will be administered by the Committee.

Under the STI Plan, no later than the first 90 days following the beginning of each performance period, which shall be determined by the Committee and may vary among participants, the Committee shall establish the cash award opportunity for each participant, including the applicable performance objectives, which may be financial objectives or individual objectives, and the payout formula. Pursuant to the STI Plan, the performance objectives may be based on the following criteria: revenues, earnings from operations, operating income, earnings before or after interest and taxes, net income, cash flow, earnings per share, return on total capital, return on invested capital, return on equity, return on assets, total return to shareholders, earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin, contribution margin, stock price, new customers, cost controls, operating efficiencies, product development, strategic partnering, research and development, market penetration, geographic business expansion, cost targets, productivity, employee satisfaction, management of employment practices and employee benefits, supervision of litigation or labor negotiations, dealings with regulatory bodies, acquisitions or divestitures, customer satisfaction, program development, avoidance of environmental, public or employee safety problems, and/or strategic business criteria related to a participant’s area or areas of responsibility.

Following the end of each performance period, the Committee shall determine whether and to what extent the performance objectives have been achieved and approve actual payment, if any, of each cash award opportunity, subject to the participant’s continued employment through the date of payment of the award; provided, however, in the case of a participant’s termination of employment by reason of death or disability prior to payment of the award, the participant (or the participant’s estate or legal representative, as applicable) shall be eligible to receive a pro-rated award based on actual financial results and the participant’s achievement of individual objectives.

The Committee may, in its sole discretion, reduce (but not increase) the resulting award otherwise payable to any participant or make a discretionary bonus award to any participant, in light of such participant’s individual performance during the performance period, the quality of financial results, or such other factors as the Committee deems relevant. The Committee may also determine that all or part of an award or discretionary bonus shall be paid in the form of an equivalent amount of Company common shares, issued pursuant to the Company’s equity compensation plan in existence at the time of grant.

The Committee reserves the right, at any time, to amend, suspend or terminate the STI Plan, in whole or in part, for any reason. In addition, awards made under the STI Plan are subject to any clawback policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission rule or applicable securities exchange.

The foregoing description of the STI Plan is qualified in its entirety by the full text of the STI Plan, attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
10.1		Global Power Equipment Group Inc. Short-Term Incentive Plan

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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 hereunto duly authorized.

Dated: February 26, 2013

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Global Power Equipment Group Inc. Short-Term Incentive Plan