-----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, Pz42IIznGfmbWSdXmXAsv2IIFayqCwUNls4Tskv0sSMOyS8HP7ThQFm4UB/cLbiu JZ0UVux5nQ12jZsQ7MQS0Q== 0000950123-10-057551.txt : 20100611 0000950123-10-057551.hdr.sgml : 20100611 20100611152050 ACCESSION NUMBER: 0000950123-10-057551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100607 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: 20100611 DATE AS OF CHANGE: 20100611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILYSYS INC CENTRAL INDEX KEY: 0000078749 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 340907152 STATE OF INCORPORATION: OH FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05734 FILM NUMBER: 10892531 BUSINESS ADDRESS: STREET 1: 28925 FOUNTAIN PARKWAY CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4405198700 MAIL ADDRESS: STREET 1: 28925 FOUNTAIN PARKWAY CITY: SOLON STATE: OH ZIP: 44139 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER STANDARD ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 l39976e8vk.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 and Exchange Act of 1934
Date of Report: June 7, 2010
(Date of earliest event reported)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
         
Ohio   000-5734   34-0907152
 
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
of incorporation)        
     
28925 Fountain Parkway, Solon, Ohio   44139
 
(Address of principal executive offices)   (ZIP Code)
Registrant’s telephone number, including area code: (440) 519-8700
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:
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))
 
 

 

 

TABLE OF CONTENTS

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee of the Board of Directors of Agilysys, Inc. (the “Committee”) approved fiscal year 2011 target annual incentives for the Company’s named executive officers, as set forth below:
Fiscal Year 2011 Target Annual Incentives
             
        Target Annual
Name   Title   Incentive
Martin F. Ellis
   President and CEO   $ 399,500  
Kenneth J. Kossin, Jr.
   Senior VP and CFO   $ 142,500  
Tina Stehle
   Senior VP and General Manager   $ 138,875  
Paul A. Civils, Jr.
   Senior VP and General Manager   $ 136,125  
Curtis C. Stout
   VP and Treasurer   $ 81,000  
For Messrs. Kossin, Ellis and Stout, as corporate management, the achievement of target revenue, gross profit, EBITDA and individual objectives entitles each named executive officer to receive a target annual incentive cash payment. For Mr. Civils and Ms. Stehle, as business segment heads, receipt of a target annual incentive cash payment is based on the achievement of target business segment gross profit and EBITDA, corporate EBITDA and individual objectives. For EBITDA goals, to receive a threshold payout of 50% of the target incentive, achievement of at least 80% of the performance measure is required, and to receive a maximum payout of 250%, achievement of 150% of the performance measure is required. For gross profit goals, to receive a threshold payout of 1% of the target incentive, achievement above 90% of the performance measure is required, and to receive a maximum payout of 250%, achievement of 115% of the performance measure is required. For revenue goals, to receive a threshold payout of 1% of the target incentive, achievement above 87.5% of the performance measure is required, and to receive a maximum payout of 250%, achievement of 118.75% of the performance measure is required.
The Committee also approved fiscal year 2011 long-term incentive awards and fiscal year 2010 long-term incentive award payouts for the Company’s named executive officers, as set forth below:
Fiscal Year 2011 Long-Term Incentives
         
Name   SSARs (#)
Martin F. Ellis
     185,500  
Kenneth J. Kossin, Jr.
     45,000  
Tina Stehle
     44,000  
Paul A. Civils, Jr.
     40,000  
Curtis C. Stout
     25,000  
Stock settled stock appreciation rights (SSARs) were granted to the named executive officers as fiscal year 2011 long-term incentive awards, based on the grant date closing price for the Company’s Common Shares of $6.20. The SSARs will vest ratably over a three-year period, on March 31, 2011, 2012 and 2013.
Fiscal Year 2010 Long-Term Incentive Payouts
In May 2009, the named executive officers were awarded a targeted number of performance shares, with the number of shares earned based on fiscal year 2010 EBITDA and improvement in receivables. The Company did not meet threshold EBITDA goals, but improvements in receivables contributed to a significant increase in cash in fiscal year 2010, and earned performance shares were based on improvements in receivables. Some of the improvement in receivables was attributed to the fiscal year 2010 decline in revenues as compared to fiscal year 2009, and the Committee determined to reduce payouts to reward only for the improved receivables that were not attributable to the decline in revenues, resulting in a payout of performance shares that were earned upon the filing of the Company’s fiscal year 2010 Form 10-K, as set forth below.
                 
    Target Number   Number of
    of Performance   Performance
Name   Shares Granted   Shares Earned
Martin F. Ellis
     77,600       38,971  
Kenneth J. Kossin, Jr.
     21,100       10,596  
Tina Stehle
     21,100       12,320  
Paul A. Civils, Jr.
     15,700       2,601  
Curtis C. Stout
     13,200       6,629  

 

 

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits — None

 

 

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.
         
  AGILYSYS, INC.
 		  
  By:   /s/ Kathleen A. Weigand    
    Kathleen A. Weigand   
    General Counsel, Secretary and Senior Vice President — Human Resources   
 
Date: June 11, 2010

 

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