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): June 15, 2009
Commission file number 333-113658
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| Sensus Metering Systems (Bermuda 2) Ltd. | | Sensus Metering Systems Inc. |
| (Exact name of registrant as specified in its charter) | | (Exact name of registrant as specified in its charter) |
| | | | | | |
| Bermuda | | 98-0413362 | | Delaware | | 51-0338883 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
8537 Six Forks Road, Suite 400, Raleigh, North Carolina 27615
(Address of principal executive offices) (Zip Code)
(919) 845-4000
(Registrants’ 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 (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 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 15, 2009, Sensus Metering Systems Inc. (the “Company”) made the following incentive payments to named executive officers under the Company’s management incentive plan based on the Company’s financial performance in fiscal 2009: (i) Peter Mainz, our Chief Executive Officer & President, received an incentive payment of $123,356; (ii) Jeffrey Kyle, our Chief Financial Officer, received an incentive payment of $27,500; (iii) Michael Buchanan, our former interim Chief Financial Officer and current Vice President, Tax and Treasury, received an incentive payment of $29,121; (iv) Colin Flannery, our Vice President and General Counsel, received an incentive payment of $55,158; and (v) William Yeates, our Executive Vice President, Conservation Solutions, received an incentive payment of $105,888. No other named executive officer of the Company received an incentive payment for fiscal 2009. These incentive payments were approved by the Compensation Committee of the Board of Directors of the Company. A copy of the Company’s management incentive plan was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 16, 2008 (filed on May 22, 2008) and is incorporated herein by reference.
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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| | SENSUS METERING SYSTEMS (BERMUDA 2) LTD. |
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| Dated: June 19, 2009 | | By: | | /s/ Peter Mainz |
| | Name: | | Peter Mainz |
| | Title: | | Chief Executive Officer & President |
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| | SENSUS METERING SYSTEMS INC. |
| | |
| Dated: June 19, 2009 | | By: | | /s/ Peter Mainz |
| | Name: | | Peter Mainz |
| | Title: | | Chief Executive Officer & President |
