UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including
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Securities registered pursuant to section 12(b) of the Act:
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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:
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Amendments to Compensation Plan for Non-Employee Directors and Award Form
On December 8, 2020, the Human Resources and Compensation Committee of the Company’s Board of Directors (the “Committee”) amended the Company’s Compensation Plan for Non-Employee Directors (the “Plan”) to implement a one-year vesting period for future equity awards to non-employee directors, as previously agreed upon in principle and announced in the Company’s Form 8-K filed on November 19, 2020. The Committee also approved other minor revisions to the text of the Plan. A copy of the Plan, marked to indicate the substantive changes, is attached as Exhibit 10.1.
The Committee also approved a form of Director Share Award Agreement reflecting the provisions of the Plan as amended. The approved form of Agreement is attached as Exhibit 10.2.
Fiscal 2021 Compensation of Chief Executive Officer
The Company has become aware that due to a misinterpretation of certain information provided by the Committee, the Company’s Form 8-K filed on November 19, 2020 incorrectly reported the fiscal 2021 target total cash compensation which the Committee had approved for Victor L. Richey, the Company’s Chief Executive Officer. The correct information is as follows: Mr. Richey’s fiscal 2021 target total cash compensation will be increased by 6.0%, with a majority of the increase allocated to his base salary in order to achieve a better balance between his base salary and his cash incentive target; as a result Mr. Richey’s fiscal 2021 base salary will be $898,100 and his fiscal 2021 cash incentive target will be $959,500.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. | Description of Exhibit | |
| 10.1 | Compensation Plan for Non-Employee Directors, As Amended and Restated to Reflect All Amendments Through December 8, 2020 | |
| 10.2 | Form of Director Share Award Agreement | |
| 104 | Cover Page Inline Interactive Data File |
Other Matters
The information in this report furnished pursuant to Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, unless the Company incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.
Any references to the Company’s web site address included in this Form 8-K and the press release are intended only as inactive textual references and not as active links to its web site. Information contained on the Company’s web site does not constitute part of this Form 8-K or the press release.
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.
Date: December 9, 2020
| ESCO TECHNOLOGIES INC. | ||
| By: | /s/ Alyson S. Barclay | |
| Senior Vice President, Secretary | ||
| and General Counsel | ||