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): December 12, 2012
ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota |
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0-18933 |
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41-1613227 |
(State or other jurisdiction |
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(Commission file number) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
One Rochester Medical Drive, Stewartville, MN 55976
(Address of principal executive offices)
Registrants telephone number, including area code: (507) 533-9600
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):
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On December 12, 2012, the Compensation Committee of the Board of Directors of Rochester Medical Corporation (the Company), approved a cash bonus management incentive plan for the fiscal year ending September 30, 2013 (the Plan). The Companys executive management personnel will be entitled to earn bonus incentive compensation under the Plan based upon the Companys financial performance in fiscal 2013, including the achievement of sales and operating income objectives. Such measures are deemed by the Board of Directors to be important measures of, among other things, the Companys ability to generate value for shareholders. Minimum, target and maximum payout levels are set based upon the extent to which the specified performance measures are attained. A copy of the Plan is filed as Exhibit 10.1 to, and incorporated by reference in, this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Fiscal 2013 Management Incentive Plan
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 18, 2012 |
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ROCHESTER MEDICAL CORPORATION | |
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By: |
/s/ David A. Jonas |
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David A. Jonas |
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Chief Financial Officer |
Exhibit 10.1
Rochester Medical Corporation
Fiscal 2013 Management Incentive Plan
(adopted by the Compensation Committee of the Board of Directors on December 12, 2012)
EXECUTIVE MANAGEMENT INCENTIVE PLAN (BONUS)
Eligibility
· All Executive Officers will be eligible to participate.
· Recommended participation rates have been set by the President, and are based upon the respective position level and function of each executive.
· Participation rates for incentive bonuses are expressed as a percentage of base salary.
Fiscal 2013
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Bonus Participation |
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Weighted Performance |
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Participant |
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Minimum |
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Target |
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Maximum |
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Sales |
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Operating |
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Anthony Conway |
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0 |
% |
60 |
% |
90 |
% |
50 |
% |
50 |
% |
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David Jonas |
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0 |
% |
50 |
% |
75 |
% |
50 |
% |
50 |
% |
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Martyn Sholtis |
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0 |
% |
50 |
% |
75 |
% |
75 |
% |
25 |
% |
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Philip Conway |
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0 |
% |
50 |
% |
75 |
% |
25 |
% |
75 |
% |
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James Carper |
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0 |
% |
50 |
% |
75 |
% |
75 |
% |
25 |
% |
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Robert Anglin |
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0 |
% |
50 |
% |
75 |
% |
50 |
% |
50 |
% |
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Sarah Grinde(2) |
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0 |
% |
50 |
% |
75 |
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25 |
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25 |
% |
(1) Both weighted performance criteria (sales and operating income) have minimum requirements and maximum levels of payout. The range of accomplishment for each performance criteria is 0%-150%, with 100% being at target. The sales and operating income performance targets are approved by the Compensation Committee. The performance target for sales for 100% achievement is based on the approved fiscal 2013 sales budget (excluding any sales of Foley catheters during fiscal 2013), with the minimum requirement set at sales equivalent to fiscal 2012 results, and the maximum payout earned at sales equivalent to 125% of the incremental sales growth dollar target over fiscal 2012 results as set forth in the fiscal 2013 sales budget. The performance target for operating income for 100% achievement is based on the approved budgeted operating income for fiscal 2013 (before stock-based compensation expense, executive bonuses, and before any expense related to the discontinuation of the Foley catheter business), with the minimum requirement set at operating income budgeted at the minimum sales target for fiscal 2013, and the maximum payout earned at operating income budgeted at the maximum sales target for fiscal 2013.
(2) 50% of the incentive bonus payable to Ms. Grinde will be based on progress achieved on R&D projects as defined by the CEO.
Bonus Calculation and Payout
The CFO will calculate actual results from the respective areas of responsibility for each executive against financial targets. All targets will be calculated exclusive of exchange rate gains or losses. This calculation will result in a payout level as a percentage of the annual incentive target. Performance levels will be reviewed by the CEO, and any deviations from the approved plan must be approved by the Compensation Committee prior to disbursement.