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EX-99.2 - EX-99.2 - TECUMSEH PRODUCTS CO | c23429exv99w2.htm |
EX-99.1 - EX-99.1 - TECUMSEH PRODUCTS CO | c23429exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 17, 2011
TECUMSEH
PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Michigan | 0-452 | 38-1093240 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1136 Oak Valley Drive Ann Arbor, Michigan |
48108 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (734) 585-9500
(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:
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. |
Appointment of Executive Vice President and Chief Financial Officer
On October 14, 2011, our Board of Directors approved the appointment of Ms. Janice E. Stipp, 52, as
our new Executive Vice President and Chief Financial Officer, effective October 17, 2011. She also
serves as our principal accounting officer and Treasurer. James Connor, our President, Chief
Executive Officer and Secretary, ceased to hold the positions of Chief Financial Officer and
principal accounting officer effective upon Ms. Stipps appointment. Our officers serve at the
discretion of the Board of Directors.
From January 2011, until June of 2011 Ms. Stipp served as Chief Financial Officer of Revstone
Industries, LLC, a company that manufactures, engineers, and
designs components for use in the transportation and heavy truck industries. Ms. Stipp was
responsible for assisting in the development of strategic and tactical plans to achieve corporate
goals and objectives and overseeing all financial functions, including Treasury, Purchasing, and
Information Technologies functions.
From February, 2007 until January, 2011, Ms. Stipp served as Chief Financial Officer and Vice
President of Acument Global Technologies Corporation, a portfolio company of Platinum Equity LLC a
private equity firm; Acuments revenue was approximately $1.8 billion as of the date of acquisition
by Platinum and Ms. Stipp assisted in divestiture activities including the development of
potential buyers, modeling, strategic synergies and negotiation as well as overseeing all financial
functions, including Treasury, Human resources and Information Technologies. Acument
Global Technologies, Inc. is a manufacturer and distributor of mechanical fastening systems for the
automotive, industrial, electronics and aerospace industries.
From August, 2005 until February 2007, Ms. Stipp served as Chief Financial Officer and Executive
Vice President of Administration of GDX Automotive Corporation, a portfolio company for Cerberus
Equity, LLC- a private equity firm; GDXs revenue was approximately $1.0 billion as of the date of
acquisition by Cerberus and is a manufacturer of sealing system solutions for the automotive
industry. Ms. Stipp was a member of the senior leadership team and assisted in developing
strategic direction and tactical plans for divesting this entity as well overseeing all financial
functions, including Human Resources, and Information Technologies functions.
Ms. Stipp has accumulated over twenty years of experience working for General Motors Corporation,
Delphi Corporation, other automotive suppliers and manufacturing companies, helping them develop
and implement their product, financial and operating strategies. Ms. Stipp is party to a letter
agreement with us that requires us to elect her as our Chief Financial Officer. Ms. Stipp received
her MBA from Wayne State University and is a member of the American Institute of Certified Public
Accountants.
We issued a press release dated October 18, 2011 regarding Ms. Stipps appointment. A copy of the
press release is filed as an exhibit to this Form 8-K and is hereby incorporated herein by
reference.
Compensatory Arrangements
Pursuant to our letter agreement with Ms. Stipp, she will receive an annual salary of $350,000 and
a signing bonus of $20,000. For 2011, pursuant to her letter agreement, our Compensation Committee
recommended, and our Board of Directors approved, granting Ms. Stipp a Performance Award and
awarding her performance phantom shares under our Long-Term Incentive Cash Award Plan, on the same
terms as those provided to our executive officers for 2011 and described in Item 5.02 of our
Current Report on Form 8-K, dated March 7, 2011 and filed, March 11, 2011, which description is
incorporated into this Item 5.02 by reference, except as follows:
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| Ms. Stipps payouts will be pro-rated for the portion of 2011 that she was employed by
us (i.e., October 17, 2011 through December 31, 2011); |
||
| Ms. Stipps target incentive for her Performance Award is 60% of her base salary and her
target incentive for her performance phantom share award is 90% of her base salary, both
subject to the pro ration described above; and |
||
| The phantom awards will be based on the fair market value of our Class A stock as of
October 17, 2011. |
Ms. Stipp will be eligible to participate in our incentive plan for 2012 and subsequent years, with
an opportunity to earn 150% of her base pay or more.
Also, pursuant to our letter agreement with Ms. Stipp, she will receive four weeks of paid vacation
beginning in 2012, and we will provide Ms. Stipp with group insurance beginning on the first month
following her hire date. We will also provide Ms. Stipp with benefits coverage, subject to change
at our discretion, currently including, without limitation, medical, dental, vision, and basic life
insurance. In addition, Ms. Stipp will be eligible to participate in our 401(k) plan.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |||
99.1 | Press release dated October 17, 2011 |
|||
99.2 | Janice Stipp offer letter dated October 10, 2011 |
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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.
TECUMSEH PRODUCTS COMPANY |
||||
Date: October 17, 2011 | By | /s/ James J. Connor | ||
James J. Connor | ||||
President, Chief Executive Officer and Secretary | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Press release dated October 18, 2011 |
|||
99.2 | Janice Stipp offer letter dated October 10, 2011 |
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