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 Act of 1934
Date of Report (Date of earliest event reported): December 4, 2012
Omega Protein Corporation
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation) | 001-14003 (Commission File Number) | 76-0562134 (I.R.S. Employer Identification No.) |
2105 CityWest Boulevard Suite 500 Houston, Texas (Address of principal executive offices) | 77042 (Zip Code) |
(713) 623-0060
(Registrant’s telephone number, including area code)
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):
[ ] 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 240.14-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2012, the Compensation Committee of the Board of Directors of Omega Protein Corporation (the “Company”) awarded the following grants of restricted common stock under the Company’s 2006 Incentive Plan to the Company executive officers listed below:
| Officer | | Title | | Number of Shares |
| | | | | |
| Bret D. Scholtes | | President and Chief Executive Officer | | 50,000 |
| | | | | |
| Andrew C. Johannesen | | Executive Vice President and Chief Financial Officer | | 35,000 |
| | | | | |
| John D. Held | | Executive Vice President, General Counsel and Secretary | | 25,000 |
| | | | | |
| Dr. Mark E. Griffin | | Senior Vice President – Sales and Marketing and R & D | | 35,000 |
| | | | | |
| Matthew Phillips | | President of Cyvex Nutrition, Inc. subsidiary | | 25,000 |
| | | | | |
| Gregory Toups | | Vice President, Controller and Chief Accounting Officer | | 10,000 |
All of these shares will vest on December 4, 2015 and have a value of $6.31 per share, the Fair Market Value (as defined in the 2006 Incentive Plan) on the date of grant. The grants were made pursuant to the form of Restricted Stock Agreement attached hereto as Exhibit 10.1.
The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Restricted Stock Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
On December 4, 2012, the Compensation Committee also approved the following discretionary cash bonuses to be paid to the Company executive officers listed below:
| Officer | | Title | | 2012 Cash Bonus |
| Bret D. Scholtes | | President and Chief Executive Officer | | $270,000 |
| | | | | |
| Andrew C. Johannesen | | Executive Vice President and Chief Financial Officer | | $195,000 |
| | | | | |
| John D. Held | | Executive Vice President, General Counsel and Secretary | | $175,000 |
| | | | | |
| Dr. Mark E. Griffin | | Senior Vice President – Sales and Marketing and R & D | | $190,000 |
| | | | | |
| Gregory Toups | | Vice President, Controller and Chief Accounting Officer | | $90,000 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Form of Restricted Stock Agreement dated as of December 4, 2012.
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.
| | Omega Protein Corporation | |
| | | | |
| Dated: December 7, 2012 | By: | /s/ John D. Held | |
| | | John D. Held | |
| | | Executive Vice President, General Counsel and Secretary | |
| | | | |
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