Attached files
| file | filename |
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| EX-10.1 - LONG-TERM INCENTIVE PLAN - SMITH MIDLAND CORP | smid_ex101.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): March 9,
2021
SMITH-MIDLAND
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-13752
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54-1727060
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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P.O. Box 300, 5119
Catlett Road
Midland, Virginia
22728
(Address of
principal executive offices)
(504)
439-3266
(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 (see General Instruction A.2.
below):
☐
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))
Securities
Registered Pursuant to Section 12(b) of the Act:
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Title of each
class
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Trading
Symbol
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Name of each
exchange on which registered
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Common Stock, $0.01
par value per share
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SMID
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The NASDAQ Capital
Market
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13 (a) of the Exchange Act.
☐
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On March 9, 2021, the Compensation Committee of the board of
directors (the “Committee”) of Smith-Midland
Corporation (the "Company”) adopted the Smith-Midland
Corporation Long-Term Incentive Plan (the “LTIP”).
Officers, other employees, and directors of the Company are
eligible to participate in the LTIP. The LTIP is administered by
the Committee or the full Board with respect to non-employee
directors of the Company.
The LTIP is intended to enable the
Company (a) to recruit and retain highly qualified executives,
other employees and directors who are responsible for moving the
business of the Company forward, (b) align the interests of the
Company’s executives and directors with the interests of the
Company’s stockholders by creating a direct link between
compensation and the Company’s performance, and (c)
incentivize executives, other employees and directors of the
Company to contribute to the long-term success of the Company.
Awards of restricted stock under the LTIP will be
determined based upon target percentages given to the following
five (5) performance conditions: Revenue Growth, EBITDA Margin,
Free Cash Flow, Retention and Board Discretion. These target
percentages will be applied against a base bonus amount (the
“Base Bonus Amount”). The Base Bonus Amount will be
equal to a percentage of the participant’s base salary in
effect at the commencement of the performance period (or a set
amount in the case of non-employee directors). The Committee may,
at the time of grant, adjust the percentage of base salary utilized
to determine Base Bonus Amount for any participant as it deems
appropriate. Awards of restricted stock under the LTIP will vest on
the last day of a three (3) year performance period based on
vesting percentages assigned to each performance condition and
continued employment with the Company. All LTIP awards will be granted under, and will be
subject to the terms and conditions of, the Smith-Midland
Corporation 2016 Equity Incentive Plan. Recipients of awards who
meet specified share ownership requirements may, subject to certain
conditions, elect to be paid in cash in lieu of restricted
stock.
The foregoing description of the LTIP does not purport to be
complete and is qualified in its entirety by reference to the full
text of the LTIP, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits
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Exhibit No.
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Exhibit Description
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Smith-Midland
Corporation Long-Term Incentive Plan
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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.
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SMITH-MIDLAND
CORPORATION
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Date:
March
15, 2021
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By:
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/s/ Adam J.
Krick
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Adam J.
Krick
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Chief Financial
Officer
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