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) February 2, 2010
ALIGN TECHNOLOGY,
INC.
|
|
(Exact
Name of Registrant as Specified in Its Charter)
|
|
Delaware
|
|
(State
or Other Jurisdiction of Incorporation)
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0-32259
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94-3267295
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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881
Martin Avenue, Santa Clara, California
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95050
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
470-1000
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|
(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(e) On
February 2, 2010, the Compensation Committee of the Board of Directors of the
Company authorized the payment of the annual incentive awards (cash bonuses) to
the Company’s principal financial officer and the named executive officers set
forth in the table below. On February 4, 2010, the Board of Directors
approved the recommendation of the Compensation Committee with respect to the
payment of the annual incentive award to the Company’s principal executive
officer.
Name
|
Annual
Incentive Award
|
|||
Thomas
M. Prescott,
President,
Chief Executive Officer and Director
|
$ | 820,000 | ||
Kenneth
B. Arola,
Vice
President, Finance and Chief Financial Officer
|
$ | 255,891 | ||
Len M.
Hedge
Senior
Vice President, Business Operations
|
$ | 353,647 | ||
Emory
Wright
Vice
President, Operations
|
$ | 258,533 | ||
Roger
E. George
Vice
President, Corporate & Legal Affairs, General Counsel & Corporate
Secretary
|
$ | 257,863 |
Also on
February 2, 2010, the Compensation Committee of the Board approved an amendment
to the Annual Incentive Plan (the “Incentive Plan”), a cash bonus plan in which
the Company’s named executive officers participate. The Incentive
Plan remains unchanged from 2009 except that, for 2010, the corporate financial
targets will not include cash. Rather, the corporate financial targets which
will continue to account for 70% of the Company Multiplier are amended as
follows:
·
|
Revenue
(40%); and
|
·
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Non-GAAP
Operating Income (30%).
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The
remaining 30% of the Company Multiplier is based on the achievement of critical
strategic objectives. For a more complete description of the
Incentive Plan, please refer to the Company’s Form 8-K/A filed on May 27,
2009.
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.
Dated: February 8, 2010 | ALIGN TECHNOLOGY, INC. | ||
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By:
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/s/ Roger E. George | |
Roger
E. George
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|||
Vice
President, Legal & Corporate Affairs,
General Counsel and Corporate Secretary |
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