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): May 26, 2010
LANDEC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
0-27446
|
94-3025618
|
(Commission file
number)
|
(IRS Employer Identification
No.)
|
3603
Haven Avenue, Menlo Park, California 94025
(Address
of principal executive offices and zip code)
(650)
306-1650
(Registrant's
telephone number,
including
area code)
Not
Applicable
(Former
name or former address, if changed from 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:
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 May 28, 2010, the Board of Directors
(the “Board”) of Landec Corporation (the "Company") approved the performance
criteria and structure for cash bonuses that may be awarded to employees of the
Company and its subsidiaries, Apio, Inc. ("Apio") and Lifecore Biomedical, Inc.
(“Lifecore”), for the 2011 fiscal year (the "Plan"). Employees of the
Company, Apio and Lifecore may earn cash bonuses based upon the achievement of
separate revenue and operating income targets for the Company, Apio and
Lifecore. The aggregate cash bonus amount payable under the Plan is
allocated among the participants based upon the base salary of each
participant. The percentage of base salary used to determine each
participant's maximum cash bonus payment ranges from 40% to 104% of base salary
for executive officers and from 8% to 40% of base salary for other
employees. To receive a cash bonus under the Plan, participants must
be employed by the Company, Apio or Lifecore through the end of fiscal year
2011. Bonus payments, if any, will be made in single lump sum cash
payments as soon as practicable after the end of the Company's 2011 fiscal
year.
On May
28, 2010, the Compensation Committee of the Board approved the grant of an option to
purchase 67,000 shares of common stock and an award of 22,333 restricted
stock units to Ron Midyett, Apio’s Chief Executive Officer. The stock
option vest monthly over three years and the restricted stock units will vest on
the third anniversary of the grant.
On May 26, 2010, the Compensation
Committee of the Board approved the grant of options to purchase shares of
common stock and restricted stock units to the named executive officers of the
Company listed below. The stock options vest monthly over three years
and the restricted stock units will vest on the third anniversary of the
grant.
Title
|
Stock
Options
|
RSUs
|
|
Steve
Bitler
|
V.P
of Corporate Technology
|
45,000
|
15,000
|
David
Taft
|
Chief
Operating Officer
|
60,000
|
20,000
|
Gregory
Skinner
|
Chief
Financial Officer
|
75,000
|
25,000
|
Gary
Steele
|
Chief
Executive Officer
|
75,000
|
25,000
|
On May
26, 2010, as shown in the table below, the Committee approved the following
increases to the base salaries of the named executive officers, effective June
1, 2010.
2010
Base
Salary
|
2011
Base
Salary
|
|
Steve
Bitler
|
$205,000
|
$220,000
|
David
Taft
|
$300,000
|
$325,000
|
Gregory
Skinner
|
$265,000
|
$310,000
|
In accordance with the Executive Employment Agreement of Gary
Steele, Mr. Steele’s annual salary
will increase to $450,000, effective January 1, 2011.
SIGNATURE
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.
LANDEC
CORPORATION
Registrant
|
|||
Date: June
1, 2010
|
By:
|
/s/ Gregory S. Skinner | |
Gregory S. Skinner | |||
Vice President of Finance and | |||
Chief
Financial Officer
|