UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form | |||
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
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION) | (COMMISSION FILE NUMBER) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
(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 |
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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