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): October 5, 2020

 

MTS SYSTEMS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Minnesota	000-02382	41-0908057
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(952) 937-4000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER NAME OR 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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.25 par value	MTSC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As previously announced, effective April 16, 2020, MTS Systems Corporation (the “Company”) temporarily reduced cash compensation for the Company's Board of Directors (the “Board”) and the base salaries of the Company’s named executive officers. Each member of the Board took a temporary reduction of their cash compensation of 20% and each of the Company’s named executive officers took a temporary reduction in their base salaries of at least 15%.

On October 5, 2020, the Board approved cash compensation for the Board and base salaries of the Company’s named executive officers at the levels previously in place, effective October 4, 2020 and October 11, 2020, respectively. In considering the changes, the Board evaluated several factors, including the importance of retaining the executive team during these challenging times, the decision to not otherwise grant a merit increase to the named executive officers for fiscal year 2021, the lack of incentive compensation or bonus payable for fiscal year 2020 due to the impact of the pandemic, and the reduction to 50% of target incentive compensation for all named executive officers for fiscal year 2021.

Effective October 11, 2020, the base salaries for each of the named executive officers will be as follows: Randy J. Martinez, Interim President and Chief Executive Officer, $720,000; Brian T. Ross, Executive Vice President and Chief Financial Officer, $450,000; Steven B. Harrison, Executive Vice President and President, Test & Simulation, $480,000; and David T. Hore, Executive Vice President and President, Sensors, $500,000.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being furnished herewith:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

			MTS SYSTEMS CORPORATION
			(Registrant)
Date:	October 8, 2020	By:	/s/ BRIAN T. ROSS
			Brian T. Ross
			Executive Vice President and Chief Financial Officer

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XML

Cover Page	Oct. 05, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 05, 2020
Entity Registrant Name	MTS SYSTEMS CORPORATION
Entity Incorporation, State or Country Code	MN
Entity File Number	000-02382
Entity Tax Identification Number	41-0908057
Entity Address, Address Line One	14000 TECHNOLOGY DRIVE
Entity Address, City or Town	EDEN PRAIRIE
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55344
City Area Code	952
Local Phone Number	937-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.25 par value
Trading Symbol	MTSC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000068709
Amendment Flag	false