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) September 14, 2009
HEICO Corporation
(Exact name of registrant as specified in its charter)
| Florida | 1-4604 | 65-0341002 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 3000 Taft Street, Hollywood, Florida | 33021 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code (954) 987-4000
(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):
| 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. |
In October 2006, the Board of Directors of HEICO Corporation (the “Company”) established the HEICO Corporation Leadership Compensation Plan (the “Plan”), a nonqualified deferred compensation plan. The Plan provides eligible employees, officers and directors of the Company the opportunity to voluntarily defer base salary, bonus payments, commissions, long-term incentive awards and directors fees, as applicable, on a pre-tax basis.
On September 14, 2009, the Board of Directors of the Company approved amendments to the Plan to comply with the final Section 409A regulations issued by the Internal Revenue Service, effective January 1, 2009. A copy of the Plan, as re-amended and restated, is attached as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are hereby incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | HEICO Corporation Leadership Compensation Plan effective October 1, 2006, as Re-amended and Restated, effective January 1, 2009. |
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.
| HEICO CORPORATION | |||
| (Registrant) | |||
| Date: September 17, 2009 | By: | /s/ THOMAS S. IRWIN | |
| Thomas S. Irwin, | |||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | HEICO Corporation Leadership Compensation Plan effective October 1, 2006, as Re-amended and Restated, effective January 1, 2009. |