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 and Exchange Act of 1934
Date of Report: May 22, 2009
(Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
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Ohio | | 000-5734 | | 34-0907152 |
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(State or other jurisdiction | | (Commission File Number) | | (IRS Employer Identification No.) |
of incorporation) | | | | |
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28925 Fountain Parkway, Solon, Ohio | | 44139 |
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(Address of principal executive offices) | | (ZIP Code) |
Registrant’s telephone number, including area code: (440) 519-8700
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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) | | On May 22, 2009, the Company’s Board of Directors and its Compensation Committee approved fiscal year 2010 base salaries, target annual incentives, and long-term incentive awards in the form of performance share grants and stock settled stock appreciation rights for the Company’s named executive officers, pursuant to the 2006 Stock Incentive Plan that was approved by the Company’s shareholders. No increases in base salaries or target annual incentives were approved for fiscal year 2010. The following long-term incentives were awarded: |
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| | | | | | Stock Settled |
| | | | Performance | | Appreciation |
Name | | Title | | Shares (1) | | Rights (2) |
Martin Ellis | | President and Chief Executive Officer | | 77,600 | | 78,000 |
Kathleen Weigand | | General Counsel, Senior Vice President of Human Resources | | 23,600 | | 23,600 |
Anthony Mellina | | Senior Vice President, General Manager Technology Solutions | | 23,600 | | 23,600 |
Kenneth Kossin | | Senior Vice President, Chief Financial Officer | | 21,100 | | 21,100 |
Tina Stehle | | Senior Vice President, General Manager Hospitality Solutions | | 21,100 | | 21,100 |
Paul Civils | | Senior Vice President, General Manager Retail Solutions | | 15,700 | | 15,700 |
Curtis Stout | | Vice President and Treasurer | | 13,200 | | 13,200 |
(1) | | Participants were awarded a target number of performance shares at the May 22, 2009 closing price of the Company’s common shares of $6.83. The shares will become earned based on the achievement of targeted adjusted EBITDA performance during the fiscal year ending March 31, 2010. Any shares that do not become earned shares will be forfeited by the participant. The number of shares that may be earned is capped at 175% of the above share awards. The awards will vest over a period of three years as follows: |
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| | % of Earned |
Vesting Date | | Shares Vested |
Date of Form 10-K filing for the fiscal year ended March 31, 2010 | | | 34 | % |
March 31, 2011 | | | 33 | % |
March 31, 2012 | | | 33 | % |
(2) | | The Stock Settled Stock Appreciation Rights were granted on May 22, 2009, based on the closing price of the Company’s common shares on that date of $6.83. The rights will vest over a period of three years as follows: |
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| | % of Earned |
Vesting Date | | Shares Vested |
March 31, 2010 | | | 33 | % |
March 31, 2011 | | | 33 | % |
March 31, 2012 | | | 34 | % |
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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AGILYSYS, INC. | |
| By: | /s/ Kenneth J. Kossin, Jr. | |
| | Kenneth J. Kossin, Jr. | |
| | Senior Vice President and Chief Financial Officer | |
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Date: May 29, 2009