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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02.
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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Grant of Performance Share Units and Restricted Stock Units
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On March 28, 2024, the Board of Directors of the Northwest Pipe Company (the “Company”), upon the approval and recommendation of the Compensation Committee, approved grants of performance share units (“PSUs”) and restricted stock units (“RSUs”) for the following Named Executive Officers of the Company in the amounts set forth below. Pursuant to these long-term incentive grants, each Named Executive Officer received an award of PSUs and RSUs valued at an amount equal to a specific percentage of their respective annual base salary, with 75 percent of each award represented by PSUs and 25 percent of each award represented by RSUs.
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The PSUs awarded will vest based on the Company’s Earnings before Interest Expense, Income Taxes, Depreciation, and Amortization Margin before extraordinary or unusual items over the measurement period (as described in the PSU agreement). The actual number of PSUs which will vest will be determined based on the performance level achieved and may be equal to, greater than, or less than the number of PSUs specified below, which indicate each Named Executive Officer’s award at target performance level. The PSUs awarded vest in three equal installments on March 31, 2025, March 31, 2026, and March 31, 2027. In the event a change in control of the Company (as defined in the PSU agreement) occurs at any time prior to the last vesting date, unless the PSUs are to be assumed, exchanged, or otherwise continued or settled in accordance with their terms, the PSUs will become immediately vested, and the amount awarded will be based on the performance results obtained through the date of the change in control. The PSUs will be subject to recoupment under the Company’s Incentive Compensation Recovery Policy. The foregoing descriptions of the terms of the PSU awards are qualified by reference to the full text of the form of the agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
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| The RSUs awarded vest in three equal installments on January 15, 2025, January 15, 2026, and January 15, 2027 based upon continued service with the Company on that date. In the event a change in control of the Company (as defined in the RSU agreement) occurs at any time prior to the last vesting date, unless the RSUs are to be assumed, exchanged, or otherwise continued or settled in accordance with their terms, a pro-rata number of RSUs will be calculated based on time elapsed between the most recently achieved vesting date and the next succeeding vesting date as of the date of the change in control, and those RSUs will be immediately vested. The foregoing descriptions of the terms of the RSU awards are qualified by reference to the full text of the form of the agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by reference. |
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Named Executive Officer
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Performance Share Units
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Restricted Stock Units
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Scott Montross
Director, President, and Chief Executive Officer
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23,262
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7,754 | |
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Aaron Wilkins
Senior Vice President, Chief Financial Officer, and Corporate Secretary
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8,651
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2,884 | |
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Miles Brittain
Executive Vice President
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8,651
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2,884 | |
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Eric Stokes
Senior Vice President and General Manager of Engineered Steel Pressure Pipe
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7,509
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2,503 | ||
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Michael Wray
Senior Vice President and General Manager of Precast Infrastructure and Engineered Systems
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7,509
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2,503 |
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Item 8.01.
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OTHER EVENTS |
| Northwest Pipe Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on June 13, 2024. The record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting will be April 11, 2024. |
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Item 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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| 10.1 | Form of Performance Share Unit Agreement |
| 10.2 | Form of Restricted Stock Unit Agreement |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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NORTHWEST PIPE COMPANY
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(Registrant)
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By
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/s/ Aaron Wilkins
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Aaron Wilkins
Senior Vice President, Chief Financial Officer, and Corporate Secretary
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