Attached files
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): December 2,
2009
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
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76-0566682
(I.R.S.
Employer
Identification
No.)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(Registrant’s
telephone number, including area code)
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
5.02 Departure
of Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Approval of Fiscal Year 2010
Annual Incentive Bonus Plans of Certain Executive Officers
On
December 2, 2009, the Compensation Committee (the “Committee”) of the Board of
Directors (“Board”) of ICO, Inc. (the “Company”) approved the Fiscal Year 2010
Annual Incentive Bonus Plans, filed herewith as exhibits, for the current
Presidents of the Company’s major business units, namely: Stephen E. Barkmann,
President of the Company’s Bayshore Industrial division; Derek R. Bristow,
President of the Company’s European and Asia Pacific divisions; and Donald Eric
Parsons, President of the Company’s ICO Polymers North America division (Exhibit
10.1), and for the Company’s Chief Financial Officer and Treasurer, Bradley T.
Leuschner (Exhibit 10.2). On December 2, 2009, the Board approved the
Fiscal Year 2010 Annual Incentive Bonus Plan for the Company’s President and
Chief Executive Officer, A. John Knapp, Jr. (filed herewith as Exhibit
10.3).
Base Salary
Increases
On December 2, 2009, increases in the
annual base salaries of the five individuals referenced in the preceding
paragraph were approved by the Committee (and by the Board with respect to Mr.
Knapp). Effective November 1, 2009, annual base salaries of the referenced
individuals are as follows:
|
A.
John Knapp, Jr.:
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$280,000
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|
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Stephen
E. Barkmann:
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$280,000
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|
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Derek
R. Bristow:
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$280,000
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|
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Donald
Eric Parsons:
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$230,000
|
|
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Bradley
T. Leuschner:
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$230,000
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Retention
Agreement
On December 8, 2009, Bradley T.
Leuschner entered into a Retention Agreement with the Company, pursuant to
which Mr. Leuschner may become entitled to a payment of $55,000 upon the
occurrence of the Closing (as defined in the Agreement and Plan of Merger, dated
as of December 2, 2009, by and among A. Schulman, Inc., Wildcat Spider LLC and
ICO, Inc., filed as Exhibit 2.1 to the Company’s Form 8-K dated December 7, 2009
and having a file date of December 8, 2009), provided that the Closing actually
occurs and that Mr. Leuschner remains employed by the Company until and
including the Closing Date. The Retention Agreement is filed herewith
as Exhibit 10.4, and the foregoing description of the Retention Agreement is
subject to and qualified in its entirety by Exhibit 10.4.
Item
9.01 Financial
Statements and Exhibits.
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(d) Exhibits
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||
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Exhibit
#
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Description
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|
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10.1
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Fiscal
Year 2010 Annual Incentive Bonus Plan Matrix – Business Unit
Presidents
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10.2
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Fiscal
Year 2010 Annual Incentive Bonus Plan Matrix – Chief Financial
Officer
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10.3
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Fiscal
Year 2010 Annual Incentive Bonus Plan Matrix – President &
CEO
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10.4
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Retention
Agreement between Bradley T. Leuschner, ICO, Inc. and ICO Technology,
Inc., dated December 8, 2009.
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- 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.
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ICO,
INC.
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||
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Date:
December 8, 2009
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By:
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/s/
Bradley T. Leuschner
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Name:
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Bradley
T. Leuschner
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Title:
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Chief
Financial Officer and Treasurer
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