8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

May 24, 2010
DATE OF REPORT
(Date of Earliest Event Reported)

RAVEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

South Dakota	001-07982	46-0246171
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

205 East 6th Street, P.O. Box 5107, Sioux Falls, SD 57117-5107
(Address of principal executive offices)

(605) 336-2750
(Registrant’s telephone number including area code)

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.

Ronald M. Moquist Retiring as President and CEO, effective August 20, 2010.

On May 24, 2010, Ronald M. Moquist announced that he is retiring effective August 20, 2010, as President and Chief Executive Officer of the Company. Mr. Moquist will also retire as a member of the Board of Directors on that date.

Daniel A. Rykhus Named as President and CEO effective August 20, 2010

On May 24, 2010, the Raven Industries, Inc. Board of Directors named Daniel A. Rykhus as its President and Chief Executive Officer upon Ronald M. Moquist’s retirement, effective August 20, 2010. Mr. Rykhus is currently the Executive Vice President of the Company. The Company’s press release dated May 24, 2010 is attached as exhibit 99.1.

The Board of Directors also approved amended terms of Mr. Rykhus’ employment agreements, to be effective as of August 20, 2010. As of that date, Mr. Rykhus’ base salary will be increased from $213,800 to $325,000; his incentive targets and potential payouts under the annual management incentive plan will be adjusted to reflect his new position and duties; and he will receive a stock option to purchase 25,000 shares. The stock option will have an exercise price equal to the fair market value of the common stock on the date of the grant, and the stock option will vest in equal installments over four years and will expire in five years.

2010 Stock Incentive Plan Approved by Shareholders:

On May 25, 2010, the Company’s shareholders approved the Raven Industries, Inc. 2010 Stock Incentive Plan (“the Plan”). Approval by the shareholders authorized the company to issue up to 500,000 shares of common stock to be issued under the terms of the Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Raven Industries, Inc. held its Annual Meeting of Shareholders on May 25, 2010. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders:

			Votes		Broker
	Votes For		Against/Withheld		Non-Votes
1. Election of Directors
Anthony W. Bour		12,148,964.494		2,630,294.281		2,199,504.000
David A. Christensen		9,438,143.920		5,341,114.855		2,199,504.000
Thomas S. Everist		14,617,139.789		162,118.986		2,199,504.000
Mark E. Griffin		14,640,790.789		138,467.986		2,199,504.000
Conrad J. Hoigaard		14,596,896.020		182,362.755		2,199,504.000
Kevin T. Kirby		14,607,445.215		171,813.560		2,199,504.000
Cynthia H. Milligan		14,663,651.889		115,606,886		2,199,504.000
Ronald M. Moquist		14,644,049.789		135,208,986		2,199,504.000
Daniel A. Rykhus		14,641,360.789		137,897.986		2,199,504.000

			Votes				Broker
	Votes For		Against/Withheld		Abstentions		Non-Votes
2. Approval of the Company’s 2010 Stock Incentive Plan.
		13,423,003.223		544,874.298		811,381.254		2,199,504.000

			Votes
	Votes For		Against/Withheld		Abstentions
3. Ratification of the appointment of PricewaterhouseCoopers as the Independent Registered Public Accounting Firm.
		16,877,309.742		68,847.687		—

Each proposal was approved by the Company’s stockholders by the required vote.

Item 9.01. Exhibits

Exhibit
No.		Description
	99.1	Raven Industries, Inc. press release dated May 24, 2010.
	10.2	The Raven Industries, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit A to the Company’s definitive Proxy Statement filed April 14, 2010.)

SIGNATURE

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 thereunto duly authorized.

RAVEN INDUSTRIES, INC.
 

/s/ Thomas Iacarella  

Thomas Iacarella 

Vice President and CFO, Secretary and Treasurer (Principal Financial and Accounting Officer) 

Date: May 27, 2010

EX-99.1

Exhibit 99.1

RE: Raven Industries, Inc.
P.O. Box 5107
Sioux Falls, SD 57117-5107

FOR FURTHER INFORMATION:

AT THE COMPANY:	AT FINANCIAL RELATIONS BOARD:
Tom Iacarella	Leslie Loyet
Chief Financial Officer	Analyst/Media Inquiries
(605) 336-2750	(312) 640-6672

FOR IMMEDIATE RELEASE
MONDAY, MAY 24, 2010

RAVEN INDUSTRIES BOARD ANNOUNCES MANAGEMENT SUCCESSION
Dan Rykhus to become CEO following retirement of Ron Moquist in August 2010

SIOUX FALLS, SD—May 24, 2010—Raven Industries, Inc. (Nasdaq NGS: RAVN) board of directors today announced that Ronald M. Moquist, current president and chief executive officer, will retire on August 20, 2010. The board has elected Daniel A. Rykhus, executive vice president, to succeed him.

Thomas S. Everist, chairman of the board, said, “Since Ron took over as CEO ten years ago, he has done an extraordinary job building Raven and each of its divisions while delivering value to all stakeholders. Under his leadership, the company has more than doubled its revenues and increased earnings per share by more than five times, sustaining our record of market outperformance compared with our peers. We thank him for his dedication and guidance over the years.”

“I’m extremely proud of what we’ve accomplished since I joined Raven in 1975,” Moquist said. “With the company’s growth prospects more promising than ever and an experienced executive team that is ready to lead, it’s the right time for me to step aside. I’ll be 65 in September.”

Everist added, “The Board strongly believes that Dan is ideally qualified to be our next president and chief executive officer. Under his leadership the Applied Technology Division’s precision agriculture business has grown to more than $100 million in sales, making it our largest operation. We are confident that he will continue Raven’s legacy of profitable growth and disciplined capital management.”

“I’m deeply honored to have the opportunity to lead Raven through its next phase of growth,” said Rykhus. “Ron has been a valuable mentor to me over the years. My aim is to uphold his high standards for excellence.”

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Financial Relations Board serves as financial relations counsel to this company, is acting on the company’s behalf in issuing this bulletin and receiving compensation therefore. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities.

Raven Industries, Inc.
Add 1

Mr. Rykhus has served as Executive Vice President of Raven since 2004 and as a member of the Board of Directors since 2008. He was the General Manager of the Applied Technology Division from 1998 through 2009, joining the Company in 1990 as Director of World Class Manufacturing. He also serves on the boards of the Washington Pavilion and Sioux Empire Junior Achievement, in Sioux Falls, SD.

About Raven Industries, Inc.

Raven is an industrial manufacturer that provides electronic precision-agriculture products, reinforced plastic sheeting, electronics manufacturing services and specialty aerostats and sewn products to niche markets.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” and similar expressions are intended to identify forward-looking statements. The company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act. Although management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, there is no assurance these assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to weather conditions and commodity prices, which could affect sales and profitability in some of the company’s primary markets, such as agriculture, construction and oil and gas drilling; or changes in competition, raw material availability, technology or relationships with the company’s largest customers—any of which could adversely affect any of the company’s product lines—as well as other risks described in the company’s 10-K under Item 1A. This list is not exhaustive, and the company does not have an obligation to revise any forward-looking statements to reflect events or circumstances after the date these statements are made.

On the Internet, information is available at the company’s website, www.ravenind.com.

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