UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2013
Hardinge Inc.
(Exact name of Registrant as specified in its charter)
New York | | 000-15760 | | 16-0470200 |
(State or other jurisdiction of
incorporation or organization) | | Commission file number | | (I.R.S. Employer
Identification No.) |
One Hardinge Drive, Elmira, NY 14902
(Address of principal executive offices) (Zip Code)
(607) 734-2281
(Registrant’s telephone number including area code)
N/A
(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material 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.
2012 Cash Incentive Plan
On February 12, 2013, the Compensation Committee of the Board of Directors of Hardinge Inc. (“Hardinge” or the “Company”), approved payments to the Company’s executive officers under the Hardinge Inc. Cash Incentive Plan based, in part, on the Company’s performance during the year ended December 31, 2012 against previously determined goals for 2012 (the “2012 Plan”).
The performance goals and other details for the 2012 Plan were previously summarized in the Current Report on Form 8-K that was filed by the Company with the Securities and Exchange Commission on February 17, 2012. Set forth below are the payments to be made to the executive officers under the 2012 Plan:
Executive Officer | | Payments to be Made Pursuant to the 2012 Plan | |
| | | |
Richard L. Simons,
Chairman of the Board, President and Chief Executive Officer | | $ | 139,666 | |
| | | |
Edward J. Gaio,
Vice President and Chief Financial Officer | | $ | 56,791 | |
| | | |
James P. Langa,
Senior Vice President — Asian Operations | | $ | 62,367 | |
| | | |
Douglas C. Tifft,
Senior Vice President — Administration | | $ | 37,646 | |
2013 Cash Incentive Plan
On February 12, 2013, the independent members of the Board of Directors of Hardinge, accepting the recommendations of the Compensation Committee, adopted terms for 2013 incentive compensation (payable in 2014) for the Company’s executive officers under the Hardinge Inc. Cash Incentive Plan (the “2013 Plan”). The 2013 Plan provides incentive bonuses payable in cash to the Company’s executive officers based, in part, on the Company’s performance against specified financial performance goals. The Compensation Committee approves payments, if any, after the end of the year.
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Target awards for each executive officer in the 2013 Plan are expressed as a percentage of the executive officer’s annual base salary. The 2013 target awards are as follows:
Executive Officer | | Percentage of Base Salary | |
| | | |
Richard L. Simons,
Chairman of the Board, President and Chief Executive Officer | | 70 | % |
| | | |
Edward J. Gaio,
Vice President and Chief Financial Officer | | 50 | % |
| | | |
James P. Langa,
Senior Vice President — Asian Operations | | 50 | % |
| | | |
Douglas C. Tifft,
Senior Vice President — Administration | | 40 | % |
As set by the Compensation Committee and adopted by the independent members of the Board of Directors, performance goals under the 2013 Plan include a threshold, target and maximum for the Company’s (i) earnings before interest, taxes, depreciation and amortization (EBITDA) (the “EBITDA Goal”) and (ii) managed working capital (expressed as a percentage of annualized sales) (the “Managed Working Capital Goal”).
Each executive officer is eligible to earn the percentages of the target award referenced in the table below based on the performance (i.e., if the threshold level is achieved, if the target level is achieved or if the maximum level is achieved) with respect to the EBITDA Goal and Managed Working Capital Goal:
% of Target Award Paid
| | EBITDA Goal | | Managed Working
Capital Goal | |
Performance Result | | | | | |
Threshold | | 12.5 | % | 6.25 | % |
Target | | 50.0 | % | 25.0 | % |
Maximum | | 100.0 | % | 50.0 | % |
In addition, the Compensation Committee retains full discretion to award or withhold incentive compensation in an amount up to 25% of an executive officer’s target award, regardless of the Company’s performance against the performance goals, and full discretion to reduce, but not increase, any award otherwise determined by the Company’s performance against the performance goals.
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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 thereunto duly authorized.
| | HARDINGE INC. |
| | Registrant |
| | |
| | |
Date: February 19, 2013 | By: | /S/ Edward J. Gaio |
| | Edward J. Gaio |
| | Vice President and Chief Financial Officer |
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