001-35419
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06-0613548
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(Commission File Number)
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(IRS Employer Identification No.)
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1332 Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address of Principal Executive Offices)
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(Zip Code)
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☐ | 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 |
Modified
Company Results* |
Modified
Company Results vs. Russell 2000 |
Percentage of
Factor Earned |
Factor
Weighting |
Percentage of Target
Award Earned |
|
Average Annual
Growth in EPS |
16.1%
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63.9%
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155.6%
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40%
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62.2%
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Average Annual
Return on Investment |
8.0%
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72.6%
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190.5%
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40%
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76.2%
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Total Return to
Shareholders |
54.5%
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43.8%
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81.5%
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20%
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16.3%
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Total Percentage of
Target Award Earned |
154.7%
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||||
Negative Discretion†
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(5.5%)
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||||
Final Performance
Award Factor Approved by Committee |
149.2%
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* | The modified results shown in the table reflect the following adjustments to the Company's reported financial results: Net earnings and diluted EPS for 2014, 2013 and 2012 were favorably adjusted by $8.017 million, $0.691 million and $2.454 million, respectively, to reflect the elimination of acquisition/divestiture costs, the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter, as previously disclosed by the Company. Average capitalization was favorably impacted by the elimination of $9.128 million and $8.525 million in ERP capital investments made during 2014 and 2012, respectively. |
† | As discussed in the text, the Committee retained the ability to exercise negative discretion to eliminate or reduce the amount of any award that would otherwise be payable as a result of the adjustments to Company performance approved by the Committee. After considering all factors deemed relevant, the Committee elected to exercise negative discretion with respect to the payouts in respect of the Three-Year LTIP Awards to exclude the adjustments relating to the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter. In so doing, The Committee elected to reduce the award payment percentage from 154.7% to 149.2%. |
Modified
Company Results** |
Modified
Company Results vs. Russell 2000 |
Percentage of
Factor Earned |
Factor
Weighting |
Percentage of Target
Award Earned |
|
Average Annual
Growth in EPS |
8.8%
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52.9%
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111.5%
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40%
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44.6%
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Average Annual
Return on Investment |
7.9%
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72.6%
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190.5%
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40%
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76.2%
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Total Return to
Shareholders |
12.6%
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25.6%
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26.7%
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20%
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5.3%
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Total Percentage of
Target Award Earned |
126.1%
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||||
Negative Discretion††
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(7.8%)
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Final Performance
Award Factor Approved by Committee |
118.3%
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** | The modified results shown in the table reflect the following adjustments to the Company's reported financial results: Net earnings and diluted EPS for 2014 and 2013 were favorably adjusted by $9.954 million and $0.691 million, respectively, to reflect the elimination of acquisition/divestiture costs, ERP depreciation and project expenses, the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter, as previously disclosed by the Company. Total capitalization was favorably impacted by the elimination of $9.128 million in ERP capital investments made during 2014. |
†† |
As discussed in the text, the Committee retained the ability to exercise negative discretion to eliminate or reduce the amount of any award that would otherwise be payable as a result of the adjustments to Company performance approved by the Committee. After considering all factors deemed relevant, the Committee elected to exercise negative discretion with respect to the payout in respect of the Two-Year LTIP Award to exclude the adjustments relating to the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter. In so doing, The Committee elected to reduce the award payment percentage from 126.1% to 118.3%.
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Modified
Company Results*** |
Modified
Company Results vs. Russell 2000 |
Percentage of
Factor Earned |
Factor
Weighting |
Percentage of Target
Award Earned |
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Average Annual
Growth in EPS |
20.1%
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60.9%
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143.7%
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33%
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47.4%
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Average Annual
Return on Investment |
8.5%
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>75.0%
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200.0%
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33%
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66.0%
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Total Return to
Shareholders |
2.5%
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49.5%
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98.4%
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34%
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33.5%
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Total Percentage of
Target Award Earned |
146.9%
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||||
Negative Discretion†††
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(16.4%)
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||||
Final Performance
Award Factor Approved by Committee |
130.5%
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*** | The modified results shown in the table reflect the following adjustments to the Company's reported financial results: Net earnings and diluted EPS for 2014 were favorably adjusted by $9.954 million to reflect the elimination of acquisition/divestiture costs, ERP depreciation and project expenses, the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter, as previously disclosed by the Company, and a $0.05 adjustment to earnings per share to reflect the elimination of the deemed issuance of additional shares resulting from the Company's outstanding convertible notes and related hedge and warrant agreements. Total capitalization was favorably impacted by the elimination of $9.128 million in ERP capital investments made during 2014. |
††† | As discussed in the text, the Committee retained the ability to exercise negative discretion to eliminate or reduce the amount of any award that would otherwise be payable as a result of the adjustments to Company performance approved by the Committee. After considering all factors deemed relevant, the Committee elected to exercise negative discretion with respect to the payout in respect of the One-Year LTIP Award to exclude the adjustments relating to the loss and related foreign exchange impact resulting from the divestiture of the Company's Mexican operation and the settlement of the Wichita Subpoena Matter. In so doing, The Committee elected to reduce the award payment percentage from 146.9% to 130.5%. |
Year-End
Base Salary at Time of Grant |
Target
Award Percentage |
Final Award
Performance Factor |
LTIP Payout
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Updated
2014 Total Compensation |
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Neal J. Keating
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$850,000
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275%
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149.2%
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$3,487,550
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$7,069,455
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Robert D. Starr
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$375,000
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140%
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130.5%
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$685,125
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$1,890,447
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Gregory L. Steiner
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$410,000
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150%
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149.2%
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$917,580
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$1,954,260
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Steven J. Smidler(1)
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$345,000
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150%
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149.2%
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$772,110
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$1,313,286
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Ronald M. Galla
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$348,598
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90%
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149.2%
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$468,097
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$1,719,773
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Shawn G. Lisle
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$285,000
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90%
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118.3%
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$303,440
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$958,864
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(1) | Not a "named executive officer." As disclosed in the Proxy Statement, the Company provided voluntary supplemental disclosure of Mr. Smidler's 2014 compensation because he is responsible for the management of the Company's largest operating segment and his compensation has been disclosed in the Company's proxy statements for the past several years. |
99.1
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Press Release of the Company, dated June 2, 2015, announcing the election of Jennifer M. Pollino as a Director of the Company.
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99.2
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Press Release of the Company, dated June 4, 2015, announcing the promotion of Robert D. Starr.
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KAMAN CORPORATION
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By:
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/s/ Shawn G. Lisle
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Shawn G. Lisle
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Senior Vice President,
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General Counsel and Assistant Secretary
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Exhibit
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Description
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99.1
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Press Release of the Company, dated June 2, 2015, announcing the election of Jennifer M. Pollino as a Director of the Company.
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99.2
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Press Release of the Company, dated June 4, 2015, announcing the promotion of Robert D. Starr.
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NEWS RELEASE
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Kaman Corporation
Bloomfield, CT USA
P (860) 243-7100
www.kaman.com
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NEWS RELEASE
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Kaman Corporation
Bloomfield, CT USA
P (860) 243-7100
www.kaman.com
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