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): August 20, 2008
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| (Exact name of Registrant as specified in its Charter) |
| Ohio | | 0-13375 | | 31-0888951 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No. ) |
10000 Alliance Road, Cincinnati, Ohio | | 45242 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
Registrant’s telephone number, including area code (513) 793-3200
| |
(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) |
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| | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | | 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; Apointment of Certain Officers; Compensatory Arrangements of Certain Officers
(f) On August 20, 2008, the Compensation Committee of the Board of Directors of LSI Industries Inc. took the following actions relating to executive compensation:
Fiscal 2008 Executive Compensation Matters
The Compensation Committee determined there would be no cash bonuses for fiscal 2008 to the Company’s executive officers under the Company’s discretionary Annual Incentive Compensation Plan.
Fiscal 2009 Executive Compensation Matters
| | A. | The Compensation Committee made no change to the annual base salaries of the Company’s executive officers. The annual base salary approved by the Compensation Committee for the Company’s named executive officers is set forth in the table below. The Compensation Committee also granted the stock options, effective August 22, 2008, to the executives listed in the table below. |
Executive Compensation Table
| | | | | | | | | |
Robert J. Ready President and Chief Executive Officer | | $ | -- | | | $ | 630,000 | (a) | | | 20,000 | |
| | | | | | | | | | | | | |
James P. Sferra Secretary, and Executive Vice President, Manufacturing | | $ | -- | | | $ | 500,000 | (a) | | | 20,000 | |
| | | | | | | | | | | | | |
Ronald S. Stowell Vice President, Chief Financial Officer & Treasurer | | $ | -- | | | $ | 276,168 | (a) | | | 30,000 | |
| | | | | | | | | | | | | |
Scott D. Ready President, LSI Lighting Solutions Plus | | $ | -- | | | $ | 260,000 | (a) | | | 30,000 | |
| | | | | | | | | | | | | |
David W. McCauley President, LSI Graphics Solutions Plus, and President, Grady McCauley Inc. | | $ | -- | | | $ | 242,000 | (a) | | | 30,000 | |
| | | | | | | | | | | | | |
Fred D. Jalbout President, LSI Saco Technologies Inc. | | $ | -- | | | $ | 241,000 | (b) | | | 25,000 | |
(a) No change from fiscal 2008.
(b) No change from fiscal 2008, other than due to foreign currency exchange rates.
| | B. | The Compensation Committee approved stock option grants to the Company’s non-employee directors effective August 22, 2008, as indicated in the table below. |
Director Stock Option Grant
| | Stock Options (Grant Date 8/22/08) | |
| Gary P. Kreider | | | 2,500 | |
| Dennis B. Meyer | | | 2,500 | |
| Wilfred T. O’Gara | | | 2,500 | |
| Mark A. Serrianne | | | 2,500 | |
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.
| | LSI INDUSTRIES INC. | |
| | | | |
| | By: | /s/Ronald S. Stowell | |
| | | Ronald S. Stowell | |
| | | Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer) | |
| August 26, 2008 | | | |
