8-K 1 eightfypr0105.txt 8K - DIRECTOR COMPENSATION, GRAVES RESIGNS, AVX LAWSUIT, EARNINGS RELEASE 3Q FY05 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 28, 2005 KEMET Corporation ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20289 57-0923789 ------------------------------------------------------------------------------- (State or other (Commission File Number) (IRS Employer jurisdiction) Identification No.) 2835 KEMET Way, Simpsonville, SC 29681 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (864) 963-6300 2 Item 1.01 Entry into a Material Definitive Agreement On January 26, 2005, the Board of Directors of KEMET Corporation approved an update to the Corporate Governance Guidelines regarding Director compensation. The new guidelines provide that, in addition to the current annual retainer of $20,000 per year, as of January 1, 2005, each Director (other than any Director that is employed by the Company) shall receive as additional compensation a fee of $1,000 per meeting for attendance at each meeting of the Board, a fee of $1,500 per meeting for attendance at a meeting of a Committee of the Board by the chairperson of that Committee, and a fee of $1,000 per meeting for attendance at a meeting of a Committee of the Board by a member of that Committee. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On January 26, 2005, KEMET Corporation issued a press release announcing the resignation of Dr. Jeffrey A. Graves as the Chief Executive Officer of the Company and as a Director of the Company. A copy of the press release is furnished as Exhibit 99 to this report. (a) Not Applicable (b) Not Applicable (c) The following exhibit is included with this Report EXHIBIT 99. Press Release, dated January 26, 2005, issued by the Company. Item 8.01 Other Events On January 18, 2005, KEMET Corporation issued a press release announcing that KEMET has filed a lawsuit against AVX Corporation. A copy of the press release is furnished as Exhibit 99 to this report. (a) Not Applicable (b) Not Applicable (c) The following exhibit is included with this Report Exhibit 99. Press Release, dated January 18, 2005 issued by the Company. Item 9.01 Financial Statements and Exhibits (a)Not Applicable (b) Not Applicable (c) The following exhibit is included with this Report Exhibit 99.1. Press Release, dated January 24, 2005 issued by the Company. 3 Signature Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 28, 2005 KEMET Corporation /S/ D. E. Gable David E. Gable Vice President and Chief Financial Officer