0001104659-12-019486.txt : 20120320 0001104659-12-019486.hdr.sgml : 20120320 20120320170017 ACCESSION NUMBER: 0001104659-12-019486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120309 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSE Holding, Inc. CENTRAL INDEX KEY: 0001275712 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 770619069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35382 FILM NUMBER: 12703980 BUSINESS ADDRESS: STREET 1: 10 SOUTH WACKER DR. STREET 2: SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 281-443-8564 MAIL ADDRESS: STREET 1: 19103 GUNDLE ROAD CITY: HOUSTON STATE: TX ZIP: 77073 FORMER COMPANY: FORMER CONFORMED NAME: GEO HOLDINGS CORP DATE OF NAME CHANGE: 20040108 8-K 1 a12-7518_18k.htm 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): March 9, 2012

 

GSE Holding, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-35382

 

77-0619069

(Commission File Number)

 

(IRS Employer Identification No.)

 

19103 Gundle Road, Houston, TX

 

77073

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (281) 443-8564

 

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.

 

Compensation of Named Executive Officers

 

GSE Holding, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (Registration No. 333-175475) (the “Registration Statement”), which became effective on February 9, 2012 (the “Effective Date”), and filed the related final prospectus (the “Prospectus”) on February 10, 2012. The summary compensation table for the 2011 fiscal year that was included in the Registration Statement and Prospectus did not reflect 2011 non-equity incentive plan compensation under the Company’s performance-based cash incentive plan because these amounts were not calculable on the Effective Date.

 

On March 9, 2012, the non-equity incentive plan compensation earned in 2011 by the Company’s named executive officers (“NEOs”) became calculable. The non-equity incentive plan compensation and total compensation for fiscal 2011, respectively, for the Company’s NEOs were as follows: Mark C. Arnold, $528,000 and $988,807; William F. Lacey, $41,000 and $152,139; Peter R. McCourt, $144,000 and $417,740; Jeffery D. Nigh, $147,000 and $411,769; and Gregg Taylor, $81,000 and $327,592.

 

For more information regarding our non-equity incentive plan, see “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Performance-Based Cash Incentive Awards” in the Prospectus.

 


 

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.

 

 

Date: March 20, 2012

 

 

GSE HOLDING, INC.

 

 

 

 

 

/s/ William F. Lacey

 

By:

William F. Lacey

 

Title:

Executive Vice President and Chief

 

 

Financial Officer