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
February 29, 2008
Date of Report (Date of earliest event reported)
FEI COMPANY
(Exact name of registrant as specified in its charter)
Oregon | | 000-22780 | | 93-0621989 |
(State or other jurisdiction of
incorporation) | | (Commission File No.) | | (IRS Employer File Number) |
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)
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)
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
Incentive Plan Payments for 2007
On February 29, 2008, under metrics previously approved by the Compensation Committee of the Board of Directors (“Board”) of FEI Company, the Company determined payments under the Company’s Management Variable Compensation Plan (“MVP”) to the Company’s named executive officers (as such term is defined in Item 401(a)(3) of Regulation S-K) for 2007 performance. The payments were calculated in accordance with the metrics disclosed by the Company in a Current Report on Form 8-K dated February 21, 2007, except that Robert H. J. Fastenau’s target MVP percentage was incorrectly listed on that Current Report on Form 8-K as 55% rather than 60%. The amounts payable to the named executive officers are as follows:
Named Executive Officer: | | Incentive Payments
Under 2007 MVP | |
| | | |
Don R. Kania | | $ | 797,528 | |
Raymond A. Link | | $ | 269,709 | |
Robert H. J. Fastenau | | € | 203,007 | |
Robert S. Gregg | | $ | 179,444 | |
Performance-Based RSU Grants for 2007
On February 29, 2008, under metrics previously approved by the Compensation Committee of the Board as described above, the Company fixed the number of performance-based RSUs awarded to the Company’s named executive officers (as such term is defined in Item 401(a)(3) of Regulation S-K) for 2007 performance. The grants, which were calculated in accordance with the metrics disclosed by the Company in a Current Report on Form 8-K dated February 21, 2007, were made in the amounts described in the following table.
Named Executive Officer: | | Performance-Based RSUs
for 2007 Performance | |
| | | |
Don R. Kania | | 20,715 | |
Raymond A. Link | | 8,976 | |
Robert H. J. Fastenau | | 8,976 | |
Robert S. Gregg | | 4,143 | |
The first 25% of the RSUs granted will vest on March 5, 2008. The remaining performance-based RSUs will vest annually over the next three years, on the anniversary of the vesting date of the first 25% of the RSUs.
2
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 |
| Vice President, General Counsel and Secretary |
| |
Date: March 5, 2008 | |
3
