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 Earliest Event Reported: January 21, 2008
X-RITE, INCORPORATED
(Exact name of registrant as
specified in its charter)
Michigan 000-14800 38-1737300
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4300 44th Street S.E.
Grand Rapids, Michigan 49512
(Address of principal executive office) (Zip Code)
Registrant's telephone number,
including area code:
(616) 803-2200
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Check the appropriate box below if the Form 8-K 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 14e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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.
On January 22, 2008, X-Rite, Incorporated ("X-Rite") announced that it has named
Lynn J. Lyall as Executive Vice President and Chief Financial Officer of the
Company, effective March 3, 2008. Mr. Lyall will replace Mary E. Chowning, who
will stay with the Company through April 15, 2008 to assist with the transition.
Prior to joining X-Rite, Mr. Lyall, 54, served as Chief Financial Officer of
Alticor, Inc., a $6 billion global consumer products business from 1999 to 2007.
Prior to Alticor, he held the position of Chief Financial Officer at Blockbuster
Entertainment Group from 1997 to 1999.
Mr. Lyall will be paid an annual base salary of $300,000. Mr. Lyall will also be
eligible to participate in XRite's Management Incentive Plans. Under the
Company's Short Term Incentive Plan, Mr. Lyall will be eligible to earn up to 48
percent of his annual salary at target performance. X-Rite's Long Term Incentive
Plan for Senior Executives is comprised of a mix of both stock options and
performance-based restricted stock for future long-term incentive ("LTI")
grants. The mix is comprised of two components: 60 percent of the annual
targeted LTI value in the form of restricted stock and 40 percent in the form of
stock options. In March of 2008, Mr. Lyall will begin participation in the LTI
Plan at a market value of $225,000. This amount will be reviewed and adjusted to
market periodically.
Mr. Lyall will receive a one time stock option award to purchase 75,000 shares
of X-Rite common stock, effective March 3, 2008. The stock options will vest in
equal annual installments over a period of three years from the date of grant.
The grant date will be March 3, 2008.
Mr. Lyall will also be entitled to severance and change-in-control benefits.
Under X-Rite's Confidential Severance and Release for Senior Executives, he will
be entitled to severance benefits for 12 months unless his employment is
terminated for engaging in conduct involving dishonestly, fraud, conduct
intentionally injurious to the Company, or if he voluntarily terminates his
employment from X-Rite. In the event of a Change-of-Control ("CIC"), Mr. Lyall
will be eligible to participate in the X-Rite, Incorporated Change-of-Control
Severance Plan for Senior Executives. This Plan provides for all CIC provisions
associated with 24 months of compensation and benefits.
A copy of Mr. Lyall's offer letter from X-Rite is furnished as Exhibit 10.1 of
this report.
Item 9.01 Financial Statements and Exhibits.
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Exhibits
10.1 - Offer Letter dated January 21, 2008.
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 thereunto duly authorized officer.
Dated: January 25, 2008 X-RITE, INCORPORATED
By: /s/ Mary E. Chowning
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Mary E. Chowning
Chief Financial Officer