UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2010
PMFG, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34156 | 51-0661574 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 14651 North Dallas Parkway, Suite 500 Dallas, Texas | 75254 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(214) 357-6181
(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)) |
Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 1, 2010, PMFG, Inc. (the “Company”) entered into a new employment agreement with its President and Chief Executive Officer, Peter J. Burlage, effective March 1, 2010 (the “Employment Agreement”). The Employment Agreement replaces and supersedes Mr. Burlage’s prior employment agreement, which expired on February 28, 2010. The Employment Agreement is for a three-year term and provides for a base salary of $350,000. Mr. Burlage will also participate in the Company’s executive bonus plan and will be entitled to receive a bonus contingent upon the Company’s financial performance. Mr. Burlage will also be entitled to participate in the Company’s equity incentive plan for executive officers. Under the Employment Agreement, Mr. Burlage has agreed not to compete with the Company during his employment and for two years following termination of his employment and he is subject to confidentiality, nondisparagement and conflict of interest provisions.
The Employment Agreement also provides for severance compensation to Mr. Burlage in the event of a termination without cause or for a termination as a result of the change of control of the Company, as further described by the Employment Agreement. If Mr. Burlage is terminated without cause, as defined in the Employment Agreement, he is entitled to (1) receive severance compensation in an amount equal to 100% of his then-current annual base salary plus any earned pro-rated bonus for the fiscal year during which the termination occurred, (2) continue to receive welfare benefits substantially similar to those he was entitled to receive from the Company immediately prior to his termination for a period of 18 months and (3) accelerated vesting of any granted yet unvested stock options, restricted stock or similar stock incentive instruments. If Mr. Burlage is terminated within one year following a change-in-control, as defined in the Agreement, he is entitled to (1) severance compensation in an amount equal to 200% of his then-current annual base salary plus any earned pro-rated bonus for the fiscal year during which the termination occurred, (2) continue to receive welfare benefits substantially similar to those he was entitled to receive from the Company immediately prior to his termination for a period of 18 months, (3) accelerated vesting of any granted yet unvested stock options, restricted stock or similar stock incentive instruments, and (4) A tax “gross up” payment, if applicable, as further described in the Employment Agreement.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||
| 10.1 | Employment Agreement of Peter J. Burlage | |||
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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.
| PMFG, INC. | ||||
| By: | /s/ Melissa G. Beare | |||
| Melissa G. Beare | ||||
| Vice President, General Counsel and Corporate Secretary | ||||
Date: March 1, 2010
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