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) – June 1, 2016

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio	1-5978	34-0553950
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
970 East 64th Street, Cleveland Ohio		44103
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

N.A.

(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2016, its Compensation Committee approved the granting of SIFCO common stock ("Equity Award") to Salvatore Incanno, Vice President and Chief Financial Officer and a cash incentive ("Cash Incentive") to Thomas Kubera, Corporate Controller, pursuant to an incentive agreement, relating to their continued employment (the "Equity Retention Agreement" and the "Cash Retention Agreement," respectively) with SIFCO Industries, Inc. (the "Company" or "SIFCO").

The Equity Award was granted with a grant date of June 1, 2016 under the terms of the Equity Retention Agreement and was designed to reinforce and encourage Mr. Incanno's continued attention and dedication to his role. Mr. Incanno’s award consists of the right to receive 7,143 shares of SIFCO common stock as follows (1) 50% of such award if the recipient remains employed by the Company through November 30, 2016, and (2) the remaining 50% of such award if the participant remains employed by the Company through May 31, 2017. The Equity Award is also subject to accelerated vesting in the event of the participant’s termination without cause prior to May 31, 2017.

The Cash Incentive was awarded on June 1, 2016 under the terms of the Cash Retention Agreement and was designed to reinforce and encourage Mr. Kubera's continued attention and dedication to his role. Mr. Kubera’s award consisted of $26,250. The Cash Incentive will vest as follows (1) 50% of such award if the recipient remains employed by the Company through November 30, 2016, and (2) the remaining 50% of such award if the participant remains employed by the Company through May 31, 2017. The Cash Incentive is also subject to accelerated vesting in the event of the participant’s termination without cause prior to May 31, 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Equity Retention Agreement, dated June 1, 2016, between SIFCO Industries, Inc. and Salvatore Incanno.

10.2 Cash Retention Agreement, dated June 1, 2016, between SIFCO Industries, Inc. and Thomas Kubera.

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.

	SIFCO Industries, Inc.
	(Registrant)
Date: June 3, 2016
	/s/ Michael S. Lipscomb
	Michael S. Lipscomb
	Chief Executive Officer
	(Principal Executive Officer)

EX-10.1

RETENTION AGREEMENT

This Agreement between Sal Incanno (referred to herein as “You” or “Your”) and SIFCO Industries, Inc. (referred to herein as “Company”) is made this 1^st day of June 2016 and provides as follows:

1. This Agreement sets forth the terms of an equity incentive relating to your continued employment with the Company (the “Retention Bonus”). The specifics of the Retention Bonus that may be payable to you if you continue to be employed by the Company through May 31, 2017 are set forth below.

2. In consideration of your continuing in your employment and fulfilling your job responsibilities, the Company will pay you a Retention Bonus equal to 7,143 shares of common stock of the Company, if you continue to be employed by the Company up to and through May 31, 2017. You will vest in 50% of the Retention Bonus if you are continuously employed by the Company from the date of this letter through November 30, 2016, and will vest in 50% of the Retention Bonus if you are continuously employed by the Company from the date of this letter through May 31, 2017. In the event that you remain employed through November 30, 2016, the Company will pay you 50% of the Retention Bonus or 3,571 shares of common stock of the Company within ten (10) days following November 30, 2016. In the event that you remain employed through May 31, 2017, the Company will pay you 50% of the Retention Bonus or 3,572 shares of common stock of the Company within ten (10) days following May 31, 2017. Each payment of the Retention Bonus shall be in the form of shares of common stock of the Company, subject to applicable taxes and withholding. The Company shall have the right to require a person entitled to receive the Retention Bonus pursuant to this Agreement to pay the Company the amount of any taxes which

the Company is or will be required to withhold, as and when required by law, with respect to the Retention Bonus before the shares comprising the Retention Bonus are delivered pursuant to this Agreement. Furthermore, you may elect to make such payment in full by issuing a check made payable to the Company, or by electing to tender shares of common stock payable under this Award. Shares of stock tendered as payment of required withholding shall be valued at Fair Market Value on the date such withholding obligation arises.

3. In the event that your employment terminates for any reason, other than termination by the Company without “Cause,” prior to November 30, 2016, you will not be entitled to payment of any portion of the Retention Bonus. In the event that your employment terminates for any reason, other than termination by the Company without “Cause,” after November 30, 2016, but before May 31, 2017, you will not vest in nor be entitled to payment of the remaining 50% of the Retention Bonus. For purposes of the Retention Bonus, “Cause” shall include your intentional or negligent refusal to perform the duties of your position, your negligence in the performance of your duties, your willful misconduct, your misappropriation of funds or property of the Company, or your material violation of policies and procedures of the Company. Further, in the event that your employment with the Company is terminated without Cause prior to May 31, 2017, the Company will pay you 100% of the Retention Bonus in the form of shares of common stock of the Company, subject to applicable taxes and withholding, within ten (10) days following the effective date of such termination.

4. Your employment during the term of this Agreement remains “at will,” that is, you or the Company can terminate your employment at any time for any lawful reason.

The parties hereto have executed this Agreement on the date set forth opposite their respective signatures.

6/1/2016		/s/ Salvatore Incanno
Date	Salvatore Incanno
	SIFCO Industries, INC.
6/1/2016	By:	/s/ Michael Lipscomb
Date
	Its:	Chief Executive Officer

EX-10.2

RETENTION AGREEMENT

This Agreement between Thomas Kubera (referred to herein as “You” or “Your”) and SIFCO Industries, Inc. (referred to herein as “Company”) is made this 1^st day of June 2016 and provides as follows:

1. This Agreement sets forth the terms of a cash incentive relating to your continued employment with the Company (the “Retention Bonus”). The specifics of the Retention Bonus that may be payable to you if you continue to be employed by the Company through May 31, 2017 are set forth below.

2. In consideration of your continuing in your employment and fulfilling your job responsibilities, the Company will pay you a Retention Bonus of $26,520, if you continue to be employed by the Company up to and through May 31, 2017. You will vest in 50% of the Retention Bonus if you are continuously employed by the Company from the date of this letter through November 30, 2016, and will vest in 50% of the Retention Bonus if you are continuously employed by the Company from the date of this letter through May 31, 2017. In the event that you remain employed through November 30, 2016, the Company will pay you 50% of the Retention Bonus or $13,260 in the first normally-scheduled payroll following November 30, 2016. In the event that you remain employed through May 31, 2017, the Company will pay you 50% of the Retention Bonus or $13,260 in the first normally-scheduled payroll following May 31, 2017. Each payment of the Retention Bonus shall be in the form of a lump sum cash payment, less applicable taxes and withholding.

3. In the event that your employment terminates for any reason, other than termination by the Company without “Cause,” prior to November 30, 2016, you will not be entitled to payment of

any portion of the Retention Bonus. In the event that your employment terminates for any reason, other than termination by the Company without “Cause,” after November 30, 2016, but before May 31, 2017, you will not vest in nor be entitled to payment of the remaining 50% of the Retention Bonus. For purposes of the Retention Bonus, “Cause” shall include your intentional or negligent refusal to perform the duties of your position, your negligence in the performance of your duties, your willful misconduct, your misappropriation of funds or property of the Company, or your material violation of policies and procedures of the Company. Further, in the event that your employment with the Company is terminated without Cause prior to May 31, 2017, the Company will pay you 100% of the Retention Bonus in the form of a lump sum cash payment, less any amount of the retention bonus already paid per the terms of this Agreement, less applicable taxes and withholding, in the first normally-scheduled payroll following the effective date of such termination.

4. Your employment during the term of this Agreement remains “at will,” that is, you or the Company can terminate your employment at any time for any lawful reason.

The parties hereto have executed this Agreement on the date set forth opposite their respective signatures.

6/1/2016		/s/ Thomas Kubera
Date	Thomas Kubera
	SIFCO Industries, INC.
6/1/2016	By:	/s/ Michael Lipscomb
Date
	Its:	Chief Executive Officer