Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - ADVANCED ENERGY INDUSTRIES INC | c20774exv10w1.htm |
| EX-99.1 - EXHIBIT 99.1 - ADVANCED ENERGY INDUSTRIES INC | c20774exv99w1.htm |
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): August 1, 2011
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-26966 | 84-0846841 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1625 Sharp Point Drive, Fort Collins, Colorado |
80525 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (970) 221-4670
| (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 1.01 Entry into a Material Definitive Agreement.
Offer Letter to Chief Executive Officer
On August 1, 2011, Advanced Energy Industries, Inc. (the “Company”) and Dr. Garry W. Rogerson
executed an offer letter (the “Offer Letter”), pursuant to which Dr. Rogerson accepted the
Company’s offer to become the Chief Executive Officer of the Company. The Offer Letter provides
for Dr. Rogerson to commence employment with the Company on August 4, 2011, and to be appointed as
a member of the Board of Directors as of such date. Pursuant to the Offer Letter, Dr. Rogerson
will receive an annual base salary of $600,000, prorated for 2011, and will participate in the
Company’s Leadership Corporate Incentive Plan. Dr. Rogerson’s target bonus under such plan will
be 100% of his base salary, which, for 2011, is guaranteed and prorated at 5/12 of his annual base
salary, and the maximum payout available to him will be 150% of his prorated base salary. The
Board of Directors will establish corporate and individual performance objectives for Dr. Rogerson
under the plan. Under the Offer Letter, the Board of Directors also intends to make the following
equity grants to Dr. Rogerson following his commencement of employment:
| • | an option to purchase 157,500 shares of the Company’s common stock, which will
vest in 3 equal, annual installments over a 3 year period; |
||
| • | a grant of 22,500 restricted stock units, which will vest in 3 equal, annual
installments over a 3 year period; |
||
| • | a performance-based option to purchase 112,500 shares of the Company’s common
stock, if the Company’s stock price meets or exceeds $22 each day during a 30-day
consecutive period within 3 years of the grant date; and |
||
| • | a performance-based option to purchase 112,500 additional shares of the
Company’s common stock, if the Company’s stock price meets or exceeds $27.50 each day
during a 30-day consecutive period within 3 years of the grant date. |
The exercise price for all options will be equal to the fair market value of the underlying stock
on the date of grant, as determined under the Company’s 2008 Omnibus Incentive Plan. The options
and restricted stock units will be granted under and subject to the terms of the Company’s 2008
Omnibus Incentive Plan. The performance-based options will expire 3 years from the date of grant
if they have not vested during that time.
Dr. Rogerson will receive medical and other benefits consistent with the Company’s standard
policies and be eligible to participate in other Company plans, as applicable.
The foregoing is a summary of the material terms of the Offer Letter and is qualified in its
entirety by reference to the Offer Letter. A copy of the complete Offer Letter is attached to this
Current Report on Form 8-K as Exhibit 10.1, and the terms of the Offer Letter are incorporated
herein by this reference.
Termination of Change in Control Agreement with Dr. Betz
On August 1, 2011, Dr. Hans-Georg Betz and the Company agreed to terminate the Change in Control
Agreement dated March 29, 2008, between Dr. Betz and the Company, effective August 4, 2011, in light of Dr. Betz’s resignation from his position as Chief Executive
Officer as of such date, as disclosed in Item 5.02 of this Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) On August 1, 2011, Dr. Betz tendered his resignation from his positions as Chief Executive
Officer and Director of the Company, effective as of the end of business on August 3, 2011, and
gave the Company notice of his intent to retire from the Company as of December 31, 2011. Dr. Betz
will remain employed by the Company to provide transition services to the Company through the end
of 2011.
(c) On August 2, 2011, the Company announced the appointment of Dr. Rogerson, age 58, as the
Company’s Chief Executive Officer and as a Director of the Company, both effective August 4, 2011.
Dr. Rogerson was chairman and chief executive officer of Varian, Inc., a public company and major
supplier of scientific instruments and vacuum products, from
February 2009 and 2004, respectively, until the purchase of Varian by Agilent Technologies, Inc. in
May 2010. Dr. Rogerson served as Varian’s chief operating officer from 2002 to 2004, senior
vice president, scientific instruments from 2001 to 2002, and vice president, analytical
instruments from 1999 to 2001. Dr. Rogerson received both an honors degree and Ph.D. from the
University of Kent at Canterbury. Dr. Rogerson currently serves as chairman
of the board of Coherent Inc., a public company and laser accessory designer and manufacturer.
Dr. Rogerson has been on Coherent’s board since 2005.
Dr. Rogerson’s years of executive and management experience in the high technology industry,
including serving as the chief executive officer of another company, and his service on the board
of another publicly held company make him a valuable addition to our Board of Directors.
The Company entered into the Offer Letter with Dr. Rogerson as more fully described under Item 1.01
and also as set forth in Exhibit 10.1 to this Form 8-K, and incorporated herein by this reference.
It is anticipated that the Company and Dr. Rogerson will also enter into the Company’s standard
Executive Change in Control and Director Indemnification Agreements.
The Company issued a press release on August 2, 2011, announcing the resignation of Dr. Betz and
the appointment of Dr. Rogerson as the Company’s Chief Executive Officer, a copy of which is
attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||
| 10.1 | Offer Letter to Garry Rogerson dated August 1, 2011 |
|||
| 99.1 | Press release dated August 2, 2011 |
|||
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.
| Advanced Energy Industries, Inc. |
||||
| Date: August 2, 2011 | /s/ Thomas O. McGimpsey | |||
| Thomas O. McGimpsey | ||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |||
| 10.1 | Offer Letter to Garry Rogerson dated August 1, 2011 |
|||
| 99.1 | Press release dated August 2, 2011 by Advanced Energy
Industries, Inc. reporting on resignation and appointment of
Chief Executive Officer |
|||