-----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, CMjrS4oC+A+xFX4ToMmeNWIpxPTPHJ2qz91dUqSolsYu+keJu/VMd2QG8mlqIkJi lNMUCMa7I6fYfxIVE92BGQ== 0000866706-07-000088.txt : 20071115 0000866706-07-000088.hdr.sgml : 20071115 20071115102326 ACCESSION NUMBER: 0000866706-07-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071109 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071115 DATE AS OF CHANGE: 20071115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000866706 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 431554045 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10596 FILM NUMBER: 071248078 BUSINESS ADDRESS: STREET 1: 9900 A CLAYTON RD CITY: ST LOUIS STATE: MO ZIP: 63124 BUSINESS PHONE: 3142137200 MAIL ADDRESS: STREET 1: 9900 A CLAYTON RD CITY: ST LOUIS STATE: MO ZIP: 63124 FORMER COMPANY: FORMER CONFORMED NAME: ESCO ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 8-K 1 esco8kofficerscomp.txt ESCO 8-K OFFICERS COMPENSATION PLAN 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): November 9, 2007 ESCO TECHNOLOGIES INC. (Exact Name of Registrant as Specified in Charter) Missouri 1-10596 43-1554045 (State or Other (Commission (I.R.S. Employer Jurisdiction of Incorporation) File Number) Identification No.) 9900A Clayton Road, St. Louis, Missouri 63124-1186 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 314-213-7200 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 240.113d-4 (c)) ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 9, 2007, the Human Resources and Compensation Committee (the "Committee") of the Registrant's Board of Directors took the following actions with respect to the fiscal year 2008 bonuses to be paid to the Registrant's executive officers after the end of the fiscal year 2008. Each executive officer's bonus target is divided between two plans: (i) the Performance Compensation Plan (the "PCP") and (ii) the Incentive Compensation Plan For Executive Officers (the "ICP"): 1. Under the PCP, the Committee deferred action on establishing the fiscal year 2008 evaluation criteria for the determination of the actual PCP bonuses to be paid to the executive officers after the end of fiscal year 2008. The Committee expects to take such action no later than December 31, 2007. 2. Under the ICP, the Committee approved the fiscal year 2008 earnings per share matrix, which is the evaluation criterion for the determination of the actual ICP bonuses to be paid to the executive officers after the end of fiscal year 2008. Prior to November 9, 2007, the Committee had, for the PCP and the ICP, approved the fiscal year 2008 bonus targets for the executive officers, as follows: V.L. Richey 20% of fiscal year 2008 total cash compensation; G.E. Muenster and A.S. Barclay 15% of fiscal year 2008 total cash compensation. Actual bonuses to be paid under each of the PCP and the ICP for fiscal year 2008 may vary from their respective bonus targets: (i) depending on the extent to which performance exceeds or falls below the fiscal year 2008 evaluation criteria which are yet to be established by the Committee as indicated in paragraph 1 above, in the case of the PCP; and (ii) based upon the application of the fiscal year 2008 ICP earnings per share matrix described in paragraph 2 above, in the case of the ICP. 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. ESCO TECHNOLOGIES INC. Dated: November 14, 2007 By: /s/G.E. Muenster Senior Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----