UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2011
Graham Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 1-8462 | 16-1194720 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 20 Florence Avenue, Batavia, New York | 14020 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (585) 343-2216
N/A
(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:
| 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. |
Salary Increases. On March 24, 2011, the Compensation Committee of the Board of Directors of
Graham Corporation (the “Company”) approved increases to the base salaries of Graham’s named
executive officers, to be effective April 1, 2011, as follows:
| Named Executive Officer | Current Base Salary |
Percentage Increase |
New Base Salary |
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James R. Lines, |
$ | 275,000 | 3.0 | % | $ | 283,250 | ||||||
President and Chief Executive Officer |
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Jeff Glajch, |
$ | 216,300 | 3.0 | % | $ | 222,789 | ||||||
Vice President — Finance & |
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Administration and Chief Financial |
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Officer |
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Alan Smith, |
$ | 183,536 | 3.0 | % | $ | 189,042 | ||||||
Vice President of Operations |
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Jennifer Condame, |
$ | 132,613 | 3.0 | % | $ | 136,591 | ||||||
Controller and Chief Accounting Officer |
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Fiscal 2012 Annual Executive Cash Bonus Program. On March 24, 2011, the Compensation Committee
also renewed the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) in effect
for Fiscal 2011 for the fiscal year ending March 31, 2012 (“Fiscal 2012”). The objective of the
Cash Bonus Program is to compensate the Company’s named executive officers for above-average
performance through an annual cash bonus related both to Company and individual performance. For
Fiscal 2012, the Compensation Committee has set target bonus levels at 100% attainment of both
Company and personal objectives as follows: Mr. Lines — 60% of base salary; Mr. Glajch — 35% of
base salary; Mr. Smith — 35% of base salary; and Ms. Condame — 25% of base salary. Each named
executive officer may receive anywhere from 0% to 150% of his or her target bonus level depending
on the attainment of such objectives. A summary of the performance goal weightings for the
Company’s named executive officers for Fiscal 2012 is as follows:
| Named Executive Officer | Net Income | Working Capital |
Personal Goals |
|||||||||
James R. Lines |
70 | % | 20 | % | 10 | % | ||||||
Jeff Glajch |
60 | % | 15 | % | 25 | % | ||||||
Alan Smith |
60 | % | 15 | % | 25 | % | ||||||
Jennifer Condame |
55 | % | 15 | % | 30 | % | ||||||
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.
| Graham Corporation |
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| Date: March 25, 2011 | By: | /s/ Jeff Glajch | ||
| Jeff Glajch | ||||
| Vice President — Finance & Administration and Chief Financial Officer | ||||