UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 14, 2009
FEI COMPANY
(Exact name of registrant as specified in its charter)
| 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)
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) |
| ¨ | 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 1.01. | Entry into a Material Definitive Agreement. |
On May 14, 2009 at our Annual Meeting of Shareholders, our shareholders approved: (i) an amendment to our 1995 Stock Incentive Plan to increase the number of shares of our common stock reserved for issuance under the plan from 9,750,000 to 10,000,000; and (ii) an amendment to the FEI Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan from 2,700,000 to 2,950,000. A copy of each of these amended plans are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 14, 2009, the Board appointed Richard H. Wills as Chairman of the Compensation Committee of the Board, effective immediately. Mr. Wills has served as an independent director of the company since February 2009.
| Item 8.01. | Other Events. |
On May 14, 2009, the Board also appointed Gerhard H. Parker as Chairman of the Board, effective immediately. Mr. Parker assumes the chairmanship from James T. Richardson, who completed his term of service on May 14. Mr. Parker, who has served as an independent director since July 2001, was elected for an initial three-year term.
In addition to the foregoing appointments, the Board appointed other committee members. Accordingly, the current committee membership is as follows:
Audit Committee
Thomas F. Kelly, Chair
Jan C. Lobbezoo
James T. Richardson
Compensation Committee
Richard H. Wills, Chair
Lawrence A. Bock
Wilfred J. Corrigan
William W. Lattin
Nominating and Governance Committee
William W. Lattin, Chair
Wilfred J. Corrigan
James T. Richardson
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit No. | Description | |
| 10.1 | 1995 Stock Incentive Plan, as amended | |
| 10.2 | Employee Share Purchase Plan, as amended | |
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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.
| Date: May 15, 2009 | FEI Company | |||
| /s/ Bradley J. Thies | ||||
| Bradley J. Thies | ||||
| Vice President, General Counsel and Secretary | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |
| 10.1 | 1995 Stock Incentive Plan, as amended | |
| 10.2 | Employee Share Purchase Plan, as amended | |
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