8-K

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): June 15, 2015

AMERICAN ELECTRIC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida	000-24575	59-3410234
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1250 Wood Branch Road, Suite 600, Houston, TX	77079
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 713-644-8182

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 15, 2015 Don Boyd, Controller and Principal Accounting Officer of American Electric Technologies, Inc. (the “Company”) resigned from such positions in connection with his retirement.

On June 15, 2015 the Board of Directors of the Company appointed Lynn Theisen as Controller and Principal Accounting Officer. Ms. Theisen, age 54, joined the Company in May 2015. Ms. Theisen was an Investment Accounting Officer for the World Bank Group in Washington DC from 2008 through 2011. From 2011 through 2015 Ms. Theisen worked as an independent consultant to oil field services companies. Ms. Theisen is a Certified Public Accountant in the State of Texas and she holds a CGMA designation.

Ms. Theisen is employed pursuant to a employment letter agreement a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein. A summary of the principal terms of the employment agreement are set forth in Exhibit 99.1 and incorporated by reference herein. This summary of Ms. Theisen’s employment agreement is qualified in its entirety by reference to the agreement.

There are no arrangements or understandings between Ms. Theisen and any other person pursuant to which she was selected as an officer. Ms. Theisen does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Ms. Theisen has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Exhibit
10.1	Employment Letter Agreement with Lynn Theisen.
99.1	Summary of Lynn Theisen Employment Letter 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.

	AMERICAN ELECTRIC TECHNOLOGIES, INC.
Date: June 19, 2015	By:	/s/ Charles M. Dauber
		Charles M. Dauber
		President and CEO

EXHIBIT INDEX

Exhibit Number	Exhibit
10.1	Letter Agreement with Lynn Theisen.
99.1	Summary of Lynn Theisen employment agreement.

EX-10.1

Exhibit 10.1

April 17, 2015

Lynn Theisen

C/O The Rowland Group

3 Riverway, Suite 525

Houston, Texas 77056

Dear Lynn:

It was a pleasure meeting with you and discussing the career opportunity and your qualifications. I am pleased to offer you the position of Controller and Principal Accounting Officer.

The following are the terms of our offer:

1) COMPANY OF EMPLOYMENT: M&l Electric (dba American Electric Technologies, Inc.)

2) POSITION AND TITLE: Controller and Principal Accounting Officer

3) REPORTING TO: Andrew Puhala, Senior Vice President & CFO

4) CLASSIFICATION: Full-time, Level 1 employee.

5) GENERAL JOB RESPONSIBILITIES:

a. Manage monthly, quarterly & annual close process and the timely and accurate completion of financial statements, SEC reports and other statutory filings.

b. Provide oversight and direction for all accounting department functions.

c. Establish and maintain a robust internal controller environment.

d. Other duties as assigned by the Chief Financial Officer

6) COMPENSATION: The following are the elements of your compensation plan:

a. Annual Salary: $145,000 paid semi-monthly

b. Annual Cash Bonus: Eligible for an annual cash bonus of $20,000 based on achievement of mutually agreed upon personal and corporate objectives. (Prorated based on start date.)

c. Annual Equity Bonus: In addition to the cash bonus, you are also eligible for an annual equity bonus at a value of $10,000. The equity bonus is 20% fixed based on employment and 80% variable based on the same mutually agreed upon objectives as the annual variable cash bonus described above. The equity bonus is prorated for 2015 based on your employment start date and subject to a four year vesting schedule. The equity and cash bonus is subject to approval by the Compensation Committee of the AETI Board of Directors. You must be employed by the Company at the time the bonuses are distributed to receive any bonus.

d. Company benefits: Upon meeting eligibility requirements, you will be offered the standard Company employee benefits which include medical insurance, 401(k) retirement program, Employee Stock Purchase Plan, and mobile telephone reimbursement policy according to the terms of the current Company policies and procedures.

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e. Vacation: You are eligible for 3 weeks’ vacation (prorated based on your start date) and earned monthly per company vacation policy. Our Company policy does not permit carry- overs or buy outs of unused vacation time.

f. Confidentiality: You are requested to keep confidential all compensation matters.

7) SUBSTANCE ABUSE TESTING: All applicants are required to undergo Substance Abuse Screening.

8) EVALUATION PERIOD: All employees are subject to successfully completing an initial ninety-day (90) evaluation period at which time your performance will be evaluated.

9) EMPLOYMENT-AT-WILL: All employment with the Company is employment at-will. Consequently you have the right to terminate your employment at any time for any reason, and the Company retains the same right. Your tenure in this position is dependent upon your individual performance as well as other factors such as business conditions.

10) IMMIGRATION REFORM AND CONTROL ACT: The Immigration Reform and Control Act of 1986 requires all employers to hire only American citizens and resident aliens who are authorized to work in the United States. Therefore the Company will verify your eligibility for employment. A list of acceptable documents needed for presentation on the first day of employment can be found in your new hire documents. If you do not have any of these required documents, you must give evidence of having applied for them in order to satisfy the terms of the Act. Without the aforementioned documents the Company cannot permit you to begin your employment.

Lynn, I look forward to working with you and having you as a key member of the team. This offer is valid until Wednesday, April 22, 2015. We would like you to start your formal employment with the Company on or before May 4, 2015.

If you accept these terms, please sign and date a copy of this letter and return one signed copy to me to start your employment with the company.

Sincerely,

Andrew L. Puhala

Sr. VP& CFO

American Electric Technologies, Inc.

I agree to employment by M&l Electric, Industries, Inc., on the foregoing terms.

Lynn Theisen Date

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EX-99.1

Exhibit 99.1

Summary of Lynn Theisen Employment Letter Agreement

Ms. Theisen is employed pursuant to a letter agreement which provides for an annual salary of $145,000 and an annual performance-based cash bonus target of $20,000 based on achievement of individual and Company performance objectives to be agreed upon.

Subject to approval of the Compensation Committee, Ms. Theisen will also receive an annual equity bonus valued at $10,000 of which 20% is subject to a continued employment requirement and 80% is based on achievement of individual and Company performance objectives. The equity bonus is subject to vesting in four equal annual installments from the original grant date, subject to a continuing employment requirement.

Ms. Theisen is entitled to receive the Company’s standard employee benefits.

Ms. Theisen’s employment is “at will” with no established term.

This summary of Ms. Theisen’s employment letter agreement is qualified in its entirety by reference to the agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.