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):June 10, 2014

LANDAUER, INC.

(Exact Name of Registrant as Specified in Its Charter)

of Incorporation)
Delaware (State or Other Jurisdictionof Incorporation)	1-9788 (Commission File Number)	06-1218089 (IRS 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))

Item 5.04.Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On June 10, 2014, Landauer, Inc. (the “Company”) received from the administrator for the Landauer Inc. 401(k) Retirement Savings Plan (the “Plan”) notice pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 that, as a result of a change in the recordkeepers for the Plan and certain mergers of plans maintained by subsidiaries of the Company with and into the Plan, there will be a blackout period with regard to the Plan that is expected to begin on or around June 25, 2014, and is expected to end the week of July 21, 2014 (the “Blackout Period”), during which participants in the Plan will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, to obtain a loan or distribution from the Plan, to obtain a hardship withdrawal from the Plan or to make contribution election changes. During the Blackout Period and for a period of two years thereafter, security holders and other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Kathy Bober, Director of Human Resources at (708) 441-8375.

As a result of the foregoing, on June 10, 2014, the Company sent a notice to its directors and executive officers informing them that a blackout period with respect to directors and executive officers will be in effect beginning on or around June 25, 2014 and ending the week of July 21, 2014, during which period they are prohibited from engaging in any transactions in equity securities of the Company (the “Notice”), subject to certain exceptions described in the Notice and contemplated by the Securities and Exchange Commission’s Regulation BTR (“Regulation BTR”).

The Notice was provided to the Company’s directors and executive officers. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Notice to Directors and Executive Officers

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.
June 10, 2014	By:	/s/ Michael K. Burke
		Michael K. Burke Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit Index

Exhibit Number	Description
99.1	Notice to Directors and Executive Officers

EX-99.1

Important Notice To Directors and Executive Officers of
Landauer, Incorporated
Concerning the Blackout Period Under the 401(k) Plan

As you know, the Landauer, Inc. 401(k) Retirement Savings Plan (the “401(k) Plan”) is changing recordkeepers, and certain retirement plans maintained by subsidiaries of Landauer, Inc. (“Landauer”) are being merged with and into the 401(k) Plan, all effective July 1,  2014.  In connection with these changes, participants in the 401(k) Plan will be temporarily unable to exercise certain rights, including the right to:

o direct or diversify existing investments in their 401(k) Plan accounts (including transfers into or out of the Landauer Stock Fund),

o direct or diversify future contributions in their 401(k) Plan accounts,

o receive distributions from the 401(k) Plan, or

o obtain 401(k) Plan loans.

This short-term period during which participants in the 401(k) Plan are unable to exercise these rights qualifies as a “blackout period” under the Sarbanes-Oxley Act, and therefore requires us also to prohibit Landauer’s directors and executive officers from trading in Landauer common stock during this period.

The blackout period for the 401(k) Plan is expected to begin on or around June 25, 2014 and is expected to end during the week of July 1, 2014.  During this period, you can determine whether the blackout period has ended by contacting Kathy Bober, Director of Human Resources at Landauer, 2 Science Road, Glenwood, IL 60425, phone (708) 441-8375.

As you know, you are subject to Landauer’s insider trading policyunder which you are permitted to trade in Landauer stock only during certain limited windows following an earnings release by Landauer. As a result, you would not be permitted to trade in Landauer stock during the blackout period even if the blackout period were not in effect. Nevertheless, we are required to inform you that during the blackout period you are not permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of Landauer common stock.  For example, you are prohibited from:

o transferring your own 401(k) Plan account into or out of the Landauer Stock Fund,  

o buying or selling shares of Landauer common stock on the open market,

o engaging in transactions with respect to derivatives of Landauer stock, including under a deferred compensation plan, and

o exercising Landauer stock options.

This trading prohibition does not apply to certain exempt transactions, including  previously-elected salary deferral contributions into the 401(k) Plan. Although this blackout period does not prohibit you from engaging in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer of Landauer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.  In addition, such transactions would still violate Landauer’s insider trading policy.

Any profit realized by a director or executive officer from any non-exempt transaction involving Landauer’scommon stock during the blackout period is recoverable by Landauer. Accordingly, we strongly urge you to refrain from making any trades in Landauer common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Kathy Bober at (708) 441-8375.