Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - LSI INDUSTRIES INC | ex101111909.htm |
| EX-10.2 - EXHIBIT 10.2 - LSI INDUSTRIES INC | ex102111909.htm |
| EX-3.1 - EXHIBIT 3.1 - LSI INDUSTRIES INC | ex31111909.htm |
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 Act of 1934
Date of
Report (Date of earliest event reported): November 19,
2009
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LSI INDUSTRIES INC.
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(Exact
name of Registrant as specified in its
Charter)
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Ohio
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0-13375
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31-0888951
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No. )
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| 10000 Alliance Road, Cincinnati, Ohio |
45242
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|||
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(Address
of Principal Executive Offices)
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(Zip
Code)
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|||
Registrant’s
telephone number, including area
code (513)
793-3200
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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.
At the
Annual Meeting of Shareholders of LSI Industries Inc. (“LSI” or the “Company”)
held on November 19, 2009 (the "Annual Meeting"), the shareholders of LSI
approved an amendment to Section 4.1 of the Company's 2003 Equity Compensation
Plan, as Amended and Restated through January 25, 2006 (the “Plan”),
which had been proposed by LSI's Board of Directors and disclosed in the Proxy
Statement, dated October 2, 2009 sent to the shareholders of LSI. Under amended
Section 4.1 the Company has increased the number of shares of Common Stock
authorized for issuance from 2,250,000 to 2,800,000.
The 2003
Equity Compensation Plan, as Amended and Restated through November 19,
2009, is filed with this Current Report on Form 8-K as Exhibit 10.1
and incorporated herein by reference. The foregoing summary of the amendment to
the Plan is qualified in its entirety by reference to the specific provisions of
the related exhibit filed herewith.
On
November 19, 2009 LSI's Board of Directors approved an amendment to the
Company’s Nonqualified Deferred Compensation Plan (the “Deferred Compensation
Plan”) which provides the committee responsible for administration of the
Deferred Compensation Plan the authority to cause the Company to make additional
discretionary allocations to certain participants as such committee shall
determine.
The
amendment is included in Article V of the Amended and Restated Deferred
Compensation Plan which is filed with this Current Report on Form 8-K as Exhibit
10.2 and incorporated herein by reference. The foregoing summary of the
amendment to the Deferred Compensation Plan is qualified in its entirety by
reference to the specific provisions of the related exhibit filed
herewith.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the
Annual Meeting, the shareholders of LSI also adopted an amendment to Article
Fourth of LSI’s Articles of Incorporation which had been proposed by LSI’s Board
of Directors. Under amended Article Fourth LSI increased the number
of shares of Common Stock authorized to be outstanding from 30,000,000 to
40,000,000. The amendment became effective upon its filing with the
Ohio Secretary of State.
The text
of new Article Fourth included in LSI’s Articles of Incorporation is filed with
this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by
reference. The foregoing summary of the amendment to Article Fourth is qualified
in its entirety by reference to the specific provisions thereof.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1
Amended Article Fourth of LSI’s Amended and Restated Articles of
Incorporation
10.1 2003
Equity Compensation Plan, as Amended and Restated through November 19,
2009
10.2 Nonqualified
Deferred Compensation Plan, as Amended and Restated November 19,
2009
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SIGNATURES
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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.
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LSI
INDUSTRIES INC.
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By:
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/s/ Ronald S. Stowell | |
| Ronald S. Stowell | |||
| Vice President, Chief Financial Officer and Treasurer | |||
| (Principal Accounting Officer) | |||
November
19, 2009