FOR INFORMATIONAL PURPOSES ONLY
(NOT FILED WITH THE SEC)
____________________________________________________________________________________________________________________________________________
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): October 29, 2010
Nortek, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
Delaware
|
(State or Other Jurisdiction of Incorporation)
|
333-152934
|
05-0314991
|
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
50 Kennedy Plaza, Providence, Rhode Island
|
02903-2360
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
(401) 751-1600
|
|
(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:
[ ] 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 8.01
|
OTHER EVENTS
|
As previously disclosed, the Board of Directors of Nortek, Inc. (the “Company”) adopted the 2009 Omnibus Incentive Plan (the “Plan”) on December 17, 2009, in connection with the Company’s emergence from bankruptcy. On October 29, 2010, the Compensation Committee of the Board of Directors of the Company, pursuant to its authority to interpret and administer the Plan as set forth in Section 3.1 of the Plan, adopted the following resolution to clarify certain provisions of the Plan:
“That, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Common Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities, or similar transaction(s)), the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs with an exercise price below the current stock price in exchange for cash or other securities.”
SIGNATURES
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.
NORTEK, INC.
By: /s/ Edward J. Cooney
Name: Edward J. Cooney
Title: Vice President and Treasurer
Date: October 29, 2010