8-K 1 ldr_8141.txt 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): March 19, 2007 LANDAUER, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9788 06-1218089 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 2 Science Road, Glenwood, Illinois 60425 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (708) 755-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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)) 1 ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On March 13, 2007 the Compensation Committee of the Board of Directors of Landauer, Inc. (the "Company") established the annual base salaries and targeted incentive compensation of executive officers for Fiscal 2007, and granted restricted shares to the executive officers under the Landauer, Inc. 2005 Long-Term Incentive Plan. Changes to an executive officer's annual base salary shall be retroactive to January 1, 2006. 2006 INCREASES TO BASE SALARY The Compensation Committee determined the annual base salaries for 2007 for the Named Executive Officers other than Mr. Saxelby. Mr. Saxelby's compensation was determined earlier in the fiscal year. The following table sets forth the annual base salaries for 2006 and 2007 and the FY 2007 targeted incentive compensation awards for the Named Executive Officers. Incentive Base Base Compen- Salary Salary sation Name and Position for 2006 for 2007 Award ----------------- -------- -------- --------- William E. Saxelby President and Chief Executive Officer. . . . . . $350,000 $430,000 $215,000 Jonathon M. Singer Senior Vice President, Treasurer, Secretary & Chief Financial Officer. . . . . . 250,000 251,562 100,625 R. Craig Yoder Senior Vice President - Marketing & Technology . . . . . 225,100 227,240 90,896 Richard E. Bailey Senior Vice President - Operations . . . . . . . . . . . 160,200 165,533 81,187 Gary Bilek Vice President - Controller. . . . 140,227 141,689 56,672 GRANT OF SHARES OF RESTRICTED STOCK The Compensation Committee approved the grant of the following number of restricted stock, as of March 13, 2007, to the named executive officers under the Landauer, Inc. 2005 Long-Term Incentive Plan: Mr. Saxelby (5,454); Mr. Singer (4,582); Mr. Yoder (2,073); Mr. Bailey (2,182); and Mr. Bilek (1,091). One-third of the Shares subject to the Award shall vest upon the achievement of certain performance milestones as determined by the Compensation Committee of the Board of Directors. One third of the Shares subject to the Award shall vest on September 30, 2008, and the remaining one-third of the Shares subject to the Award shall vest on September 30, 2009. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Landauer, Inc. Restricted Stock Award Agreement Under 2005 Long-Term Incentive Plan 2 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 hereunto duly authorized. LANDAUER, INC. Dated: March 19, 2007 /s/ Jonathon M. Singer ----------------------------------- Jonathon M. Singer Senior Vice President, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Landauer, Inc. Restricted Stock Award Agreement Under 2005 Long-Term Incentive Plan 4