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
Date of Report (Date of Earliest Event Reported): February 16, 2006
LANDAUER, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9788 06-1218089
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(Commission File Number) (I.R.S. Employer Identification No.)
2 Science Road, Glenwood, Illinois 60425
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(Address of Principal Executive Offices) (Zip Code)
(708) 755-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 9, 2006, the Board of Directors of Landauer, Inc.
approved the following actions of the Compensation Committee of the Board
of Directors with respect to the compensation of the non-employee directors
of the Company and the executive officers who were named in the Summary
Compensation Table of the Company's most recent Proxy Statement:
GRANT OF SHARES OF RESTRICTED STOCK. The Compensation Committee
approved the grant of 700 shares of restricted stock to each of the non-
employee directors under the Landauer, Inc. 2005 Long-Term Incentive
Compensation Plan (the "2005 LTI Plan".) The shares of restricted stock
vest on the third anniversary of the date of grant or the date of the
annual meeting to be held in 2009, whichever is earlier. Additionally, the
shares of restricted stock will vest in full if the non-employee director
ceases to be a member of the Board by reason of death or disability or by
reason of retirement on or after age 70.
GRANT OF SHARES OF PERFORMANCE STOCK. The Compensation Committee
approved the grant of the following number of shares of performance stock,
as of February 14, 2006, to the named executive officers under the 2005 LTI
Plan: Mr. Saxelby (3,500); Dr. Yoder (1,500); Mr. O'Connell (1,200); and
Mr. Greaney (1,000). The shares of performance stock vest over the balance
of the fiscal year ending on September 30, 2006. The number of shares of
performance stock that will actually vest at the end of the fiscal year
will be based upon the Company's achievement of specified performance goals
relating to net income for the fiscal year ending September 30, 2006 as
follows: (i) 100% of the number of shares awarded for net income at the
specified level; (ii) from 100% to 150% of the number of shares awarded, in
proportion to the amount by which actual net income exceeds 100% to 120% of
the specified level; and (iii) from 150% to 200% of the number of shares
awarded, in proportion to the amount by which actual net income exceeds
120% to 130% of the specified level. No shares of performance stock will
vest where net income is below the specified level.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are filed with this Report.
EXHIBIT NO. EXHIBIT DESCRIPTION
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10(a) Form of Performance Stock Grant under The
Landauer, Inc. 2005 Long-Term Incentive
Compensation Plan (filed herewith).
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SIGNATURE
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.
LANDAUER, INC.
Dated: February 16, 2006 /s/ James M. O'Connell
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James M. O'Connell
Vice President, Treasurer,
Secretary and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT NO. EXHIBIT DESCRIPTION
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10(a) Form of Performance Stock Grant under The Landauer,
Inc. 2005 Long-Term Incentive Compensation Plan
(filed herewith).
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