UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 17, 2016
Date of Report (Date of earliest event reported)
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FEI COMPANY
(Exact name of registrant as specified in its charter)
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| Oregon | 000-22780 | 93-0621989 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 726-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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.
Base Salary Changes for the Named Executive Officers
The Compensation Committee (the “Committee”) of the Board of Directors of FEI Company (the “Company”) made adjustments to the base salaries of two of the Company's named executive officers, effective as of May 1, 2016. The changes in base salary were made to maintain alignment of their base salaries to market competitive rates based on comparisons to similarly situated executives in our peers and based on other compensation survey data. In addition, the Committee considered the personal background and experiences of our named executive officers as well as their individual performance. Compensia, the Committee's independent compensation consultant, provided input into the changes. The approach the Committee uses to annually assess changes to base salary for named executive officers are set out more fully in the Company's Proxy Statement for 2016. The new base salaries for these officers are set out below.
| Named Executive Officer: | Base Salary: | |
| Don R. Kania | $743,000 | |
| Anthony L. Trunzo | $501,000 | |
| Bradley J. Thies | $409,000 | |
Annual Equity Grants
On May 17, 2016, the Committee approved the grant of restricted stock unit (“RSU”) awards, effective May 17, 2016, from the Company's 1995 Stock Incentive Plan to the Company's named executive officers in the amounts described in the following table. These awards were annual grants made for the executives named.
| Named Executive Officer | Number of RSUs Granted1 | |
| Don R. Kania | 34,284 | |
| Tony Trunzo | 15,048 | |
| Bradley J. Thies | 8,728 | |
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1 | These RSUs vest in four equal annual installments beginning May 17, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FEI COMPANY |
| /s/ Bradley J. Thies |
| Bradley J. Thies |
| Senior Vice President of Law and Administration, General Counsel and Secretary |
Date: May 17, 2016