-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnE9/+OqQpUjaqT3711p4HPfkqvbH3/7M4FNKMd7NOfpDfzclfI0RPomBKl1uBaN jA5tsusylQmO8ec9bBHN2A== 0000950123-10-013170.txt : 20100216 0000950123-10-013170.hdr.sgml : 20100215 20100216152234 ACCESSION NUMBER: 0000950123-10-013170 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100210 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN ELECTRIC HOLDINGS INC CENTRAL INDEX KEY: 0000059527 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 340359955 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01402 FILM NUMBER: 10607039 BUSINESS ADDRESS: STREET 1: 22801 ST CLAIR AVE CITY: CLEVELAND STATE: OH ZIP: 44117 BUSINESS PHONE: 2164818100 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN ELECTRIC CO DATE OF NAME CHANGE: 19920703 8-K 1 l38859e8vk.htm FORM 8-K e8vk
 
 
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): February 10, 2010
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in charter)
         
Ohio   0-1402   34-1860551
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
22801 St. Clair Avenue
Cleveland, Ohio 44117

(Address of principal executive offices) (Zip Code)
(216) 481-8100
(Registrant’s telephone number, including area code)
Not applicable
(Former name and former address, if changed since last report)
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.
(d)   On February 10, 2010, the Board of Directors of Lincoln Electric Holdings, Inc. (the “Company”) increased the size of the Board from ten to eleven members and elected Christopher L. Mapes to fill the resulting vacancy. Mr. Mapes was elected to the class of 2011. Mr. Mapes, 48, is Executive Vice President of A.O. Smith Corporation and the President of its Electrical Products unit. Mr. Mapes was appointed to the Audit and Finance Committees of the Board. A copy of the press release announcing Mr. Mapes’ election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
    The Board has determined that Mr. Mapes is independent under the Nasdaq listing standards. There is no arrangement or understanding between Mr. Mapes and any other persons pursuant to which Mr. Mapes was elected as a director. During 2009, the Company purchased approximately $671,000 worth of products from A.O. Smith and A.O. Smith purchased approximately $2.8 million worth of products from the Company, all in connection with ordinary course of business transactions. The Company believes that the transactions with A.O. Smith were on terms no less favorable to the Company than those that could have been obtained from unaffiliated parties. The transactions with A.O. Smith were reviewed and approved by the Audit Committee of the Board.
 
    Upon his election, Mr. Mapes received a grant of 726 shares of restricted stock under the Company’s 2006 Stock Plan for Non-Employee Directors. The shares of restricted stock vest in three years. Mr. Mapes will receive additional compensation pursuant to the Company’s non-employee director compensation program, which is described most recently in the Company’s 2009 proxy statement.
 
    The Company will enter into an Indemnification Agreement with Mr. Mapes in the same form that the Company has entered into with its other directors and executive officers. The form of the Indemnification Agreement was filed as Exhibit A to The Lincoln Electric Company’s 1987 proxy statement and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company’s Code of Regulations and Ohio law.
Item 9.01   Financial Statements and Exhibits.
(d)   Exhibits.
  10.1   Form of Indemnification Agreement (filed as Exhibit A to The Lincoln Electric Company 1987 proxy statement, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
 
  99.1   Press release of Lincoln Electric Holdings, Inc. dated February 15, 2010.

 


 

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.
         
  LINCOLN ELECTRIC HOLDINGS, INC.
 
 
Date: February 16, 2010  By:   /s/ Vincent K. Petrella    
    Vincent K. Petrella   
    Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Exhibit Description
 
   
10.1
  Form of Indemnification Agreement (filed as Exhibit A to The Lincoln Electric Company 1987 proxy statement, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
 
   
99.1
  Press release of Lincoln Electric Holdings, Inc. dated February 15, 2010.

 

EX-99.1 2 l38859exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
Media contact: Roy L. Morrow (216) 383-4893
Roy_Morrow @lincolnelectric.com
Investors contact: Earl L. Ward (216) 383-5067
Earl_Ward@lincolnelectric.com
Christopher L. Mapes Elected to Lincoln Electric Board
CLEVELAND, Ohio, U.S.A., February 15, 2010 — Lincoln Electric Holdings, Inc., (Nasdaq: LECO) today announced that Christopher L. Mapes, Executive Vice President of A. O. Smith Corporation and President of its Electrical Products unit, has been elected to the Company’s Board of Directors.
“Christopher Mapes joins the Lincoln Electric board at a very exciting and important time for our Company,” said Lincoln Electric Chairman and CEO John M. Stropki. “He brings years of manufacturing, sales and marketing experience. His global business background and insights will add value to a well-rounded and solid board.”
The addition of Mr. Mapes brings the total number of Lincoln Electric Holdings, Inc. Board Members to eleven.
Mr. Mapes was named President of A. O. Smith Electrical Products Company in 2004 and has full profit and loss responsibility for the $620 million business. The unit manufactures an extensive line of fractional horsepower, hermetic, and integral horsepower electric motors for residential, commercial, and industrial applications. Electrical Products Company has manufacturing operations in the U. S., Mexico, China, and Europe and employs approximately 7,400 people worldwide. He joined the company from the Regal-Beloit Corporation, where he was President of Motor Sales and Marketing. Prior to Regal-Beloit, Mr. Mapes was with Superior Telecom, a Fort Wayne, Ind.-based supplier to the electrical, automotive and electronics market. At Superior Telecom, he was President of the company’s Global OEM Business Group.
He holds a Bachelor of Science degree from Ball State University, a law degree from the University of Toledo (Ohio) and an MBA from Northwestern University’s Kellogg Graduate School of Management.
Lincoln Electric is the world leader in the design, development and manufacture of arc welding products, robotic arc-welding systems, plasma and oxyfuel cutting equipment and has a leading global position in the brazing and soldering alloys market. Headquartered in Cleveland, Ohio, Lincoln has 38 manufacturing locations, including operations and joint ventures in 18 countries and a worldwide network of distributors and sales offices covering more than 160 countries. For more information about Lincoln Electric, its products and services, visit the Company’s website at http://www.lincolnelectric.com.
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