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): November 13, 2012

PERCEPTRON, INC.

(Exact Name of Registrant as Specified in Charter)

Michigan	0-20206	38-2381442
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

47827 Halyard Drive, Plymouth, MI	48170-2461
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) On November 13, 2012, effective December 3, 2012, the Management Development, Compensation and Stock Option Committee (the “Committee”) of the Board of Directors of Perceptron, Inc. (the “Company”) awarded Harry T. Rittenour, President and Chief Executive Officer, 20,000 non-qualified options to purchase shares of the Company’s Common Stock, under the 2004 Stock Incentive Plan (“2004 Stock Plan”) to be issued on the current form of the Non-Qualified Stock Option Agreement Terms for Officers. The options will become exercisable in four equal annual installments beginning December 3, 2013 at an exercise price equal to the fair market value of the Company’s Common Stock as of December 3, 2012, expiring ten (10) years from grant date.

Also on November 13, 2012, effective December 3, 2012, the Committee awarded to each non-management Director non-qualified stock options under the 2004 Stock Plan to purchase 8,000 shares, vesting one-fourth on each of the first four anniversaries of the grant date, expiring ten (10) years from the grant date. The options will be issued on the standard form of Non-Qualified Stock Option Agreement Terms for Directors that was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed August 10, 2006 with the Securities and Exchange Commission.

Finally, on November 13, 2012, the Committee approved the Company’s Fiscal 2013 Annual Incentive and Profit Sharing Plans. All officers and named executive officers of the Company, as well as director-level team members, employed on or before December 31, 2012, participate in the Annual Incentive plan. Generally, almost all team members of the Company below the director-level, employed on or before December 31, 2012, participate in the Profit Sharing plan. A written description of the Fiscal 2013 Annual Incentive and Profit Sharing Plans has been filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”) of the Company was held on November 13, 2012 at the Company’s headquarters in Plymouth, Michigan. Of the 8,455,465 shares of the Company’s common stock issued, outstanding and entitled to vote at the 2012 Annual Meeting, a total of 7,232,249 shares (or approximately 85.53%) were represented in person or by proxy at the meeting. Set forth below are the final voting results for the proposals voted on at the 2012 Annual Meeting.

1. Election of eight nominees to the Company’s Board of Directors for a one-year term expiring at the 2013 Annual Meeting of Shareholders, or until their successors are duly elected and qualified:

Nominee	For		Number of Shares Withheld		Broker Non-Votes
David J. Beattie		5,157,898		45,837		2,028,514
Kenneth R. Dabrowski		5,170,850		32,885		2,028,514
Philip J. DeCocco		5,158,798		44,937		2,028,514
W. Richard Marz		5,169,050		34,685		2,028,514
Robert S. Oswald		5,164,198		39,537		2,028,514
James A. Ratigan		5,137,350		66,385		2,028,514
Harry T. Rittenour		5,172,250		31,485		2,028,514
Terryll R. Smith		5,169,650		34,085		2,028,514

As a result, each nominee was elected by the Company’s shareholders, as recommended by the Board of Directors.

2. Ratification of Selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013:

For		Against		Abstain
	7,217,165		10,247		4,837

As a result, the selection of Grant Thornton was ratified and approved by the Company’s shareholders, as recommended by the Board of Directors.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

C. Exhibits.

Exhibit No. Description

10.1 Written Description of the Fiscal 2013 Annual Incentive and Profit Sharing Plans

SIGNATURES

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.

	PERCEPTRON, INC.
	(Registrant)
Date: November 19, 2012	/s/ David W. Geiss
	By: David W. Geiss
	Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit

Number Description

10.1 Written Description of the Fiscal 2013 Annual Incentive and Profit Sharing Plans.

EX-10.1

EXHIBIT 10.1

SUMMARY OF FISCAL 2013 ANNUAL INCENTIVE AND PROFIT SHARING PLANS

Fiscal 2013 Annual Incentive Plan

Under the Fiscal 2013 Annual Incentive Plan (the “Annual Incentive Plan”), the Company’s director-level team members, officers and named executive officers can earn (i) annual incentive cash compensation based upon performance against pre-established Company financial targets and (ii) restricted shares of the Company’s common stock based upon achievement of two personal goals that are aligned with the Company’s strategic objectives. The financial targets include progressive threshold, goal, full and maximum level incentive objectives for the director-level team members, officers and named executive officers. The amount of the award of any cash incentives under the Annual Incentive Plan for fiscal 2013 performance will be based on the Company’s achievement of specified results with respect to corporate operating income and revenue targets for fiscal 2013. However, no annual incentive cash compensation payouts will be made under the Annual Incentive Plan unless the Company’s income from continuing operations exceeds a specified minimum trigger point.

If the threshold, goal, full or maximum financial performance objectives are met and the Company’s income from continuing operations trigger point is exceeded, participants will receive a cash incentive payment under the Annual Incentive Plan, with the specific amount that such participant receives dependent on company financial performance, a payout factor, their base salary and their predetermined participation level stated as a percentage of base salary.

The amount that could be received by our President and Chief Executive Officer under the Annual Incentive Plan ranges from 0% (assuming the threshold objectives were not met) and 60% (assuming the maximum objectives were met) of base salary, with a threshold cash incentive amount of 26.25% of base salary. For each of the other named executive officers, the amount such officers could receive under the Annual Incentive Plan ranges from 0% to 48% of base salary, with a threshold cash incentive amount of 21% of base salary.

The financial targets and weightings relevant to the cash incentive determination for fiscal 2013 for each of the named executive officers will be as follows:

Financial Target	Threshold	Goal	Full	Maximum
Company Revenue	40%	45%	55%	66%
Company Operating Income	35%	40%	45%	54%

The personal goals include three discrete incentive objectives which if satisfied would entitle (i) director-level team members to receive 100, 250 or 750 restricted shares and (ii) officers and named executive officers to receive 200, 500 or 1,500 restricted shares, respectively, from the Company which would vest on the one year anniversary of their grant date.

After completion of fiscal 2013, the Management Development, Compensation and Stock Option Committee (the “Committee”) will determine the extent to which the specified goals relating to the financial targets and personal goals have been achieved and will determine the actual cash amounts to be paid and the number of restricted shares to be granted.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Annual Incentive Plan, to revise, eliminate or otherwise modify any performance targets, to modify any participant’s target cash incentive, or otherwise to increase, decrease or eliminate any incentive payouts to any participant under the Annual Incentive Plan, regardless of the level of performance targets that have been achieved, including to provide for no cash incentive payout to a participant even though one or more performance targets have been achieved.

Participating team members under the Annual Incentive Plan must be employed on or before December 31, 2012 in order to be eligible. Those hired between July 1, 2012 and December 31, 2012 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal 2014.

Fiscal 2013 Profit Sharing Plan

Under the Fiscal 2013 Profit Sharing Plan (the “Profit Sharing Plan”), most of the Company’s team members below the director level can earn a profit sharing cash payment based upon pre-established financial targets. The financial targets include threshold, goal, full and maximum level bonus objectives for team members. The amount of the award of any cash payments under the Profit Sharing Plan for fiscal 2013 performance will be based on the Company’s achievement of specified results with respect to corporate operating income targets for fiscal 2013. However, no profit sharing payouts will be made under the Profit Sharing Plan unless the Company’s income from continuing operations exceeds a minimum trigger point.

Team member participation levels are stated as a percentage of base salary. There is a cap on the amount of the profit sharing cash payment that could be earned. The profit sharing pool will be distributed pro rata according to each team member’s predetermined participation level.

After completion of fiscal 2013, the Committee will determine the extent to which the specified goals relating to the financial targets have been achieved and will determine the actual amounts to be paid.

The Committee reserves the right, in its sole and absolute discretion, to change the eligibility for participation under the Profit Sharing Plan, to revise, eliminate or otherwise modify any financial performance targets, to modify any participant’s target cash payment, or otherwise to increase, decrease or eliminate any profit sharing payouts to any participant under the Profit Sharing Plan, regardless of the level of financial performance targets that have been achieved, including to provide for no profit sharing payout to a participant even though one or more financial performance targets have been achieved.

Participating team members under the Profit Sharing Plan must be employed on or before December 31, 2012 in order to be eligible. Those hired between July 1, 2012 and December 31, 2012 will receive a pro-rata portion of their individual participation level. Participating team members must be employed by the Company at the date of the payment in fiscal 2014.