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) |
March 16,
2012 |
| PHOTRONICS,
INC. |
| (Exact name
of registrant as specified in its
charter) |
| Connecticut |
|
0-15451 |
|
06-0854886 |
| (State or other
jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification
Number) |
| 15 Secor Road, Brookfield,
CT |
|
06804 |
| (Address of Principal
Executive Offices) |
|
(Zip
Code) |
| Registrant's Telephone Number,
including area code |
|
(203)
775-9000 |
| (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
Material Definitive Agreement
On March 16,
2012, Photronics, Inc. (the “Company”) entered into amendments of its executive
employment agreements with Mr. Sean Smith, Dr. Peter Kirlin, Dr. Christopher
Progler and Ms. Richelle Burr (each referred to herein as the “Executive”). Each
executive employment agreement was amended to delete Article 5(f) Tax
Consideration. Item 5(f) provided for certain tax gross up amounts to be paid to
each Executive upon a change of control.
The Company
filed a proxy statement with the Securities and Exchange Commission on February
23, 2012 in connection with the Company’s annual meeting of shareholders to be
held on March 28, 2012 (the “Proxy”). Page 15 of the Proxy, states that the
Compensation Committee of the Board of Directors of the Company (the
“Compensation Committee”) understands that excise tax gross up payments upon a
change of control is considered to be a pay practice that is not favored by
shareholders. This issue was among several issues analyzed by the Compensation
Committee in the past. For example, as stated in the Proxy, the Compensation
Committee has been evaluating the inclusion of tax gross up provision in
employment agreements moving forward. The issue of excise tax gross up was brought to the Company’s attention last year during its 2011 proxy season as Institution Shareholder Services (“ISS”) considers excise tax gross up provisions to be a poor pay practice and recommended a withhold on named executive officer compensation. Similarly ISS recommended a withhold again in 2012 because of the excise tax gross up in the Company’s employment agreements with executives. The Compensation Committee met on March
15, 2012 and decided that prospectively the Company will not include tax gross
up provisions in its employment agreements and proposed the removal of the
excise tax gross up from the Company’s current employment agreements. The Compensation Committee took this action to align more with ISS standards. On March
16, 2012, the Compensation Committee reached agreement with each of the
Executives to make such removal.
A form of the
amendment entered into with the Executives is attached hereto as Exhibit 10.1.
| Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
The information
set forth in Item 1.01 is incorporated herein by reference.
| Item
9.01.
Financial Statements and Exhibits |
| Exhibits |
|
|
| 10.1 |
|
Form Amendment to Executive Employment
Agreement |
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.
|
PHOTRONICS,
INC. |
| (Registrant) |
| DATE: |
March 16,
2012 |
|
BY |
/s/ Richelle E.
Burr |
| |
|
|
|
Richelle E. Burr |
| |
|
|
|
Vice President, General
Counsel |
