0000916459-12-000133.txt : 20120801 0000916459-12-000133.hdr.sgml : 20120801 20120801150234 ACCESSION NUMBER: 0000916459-12-000133 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120723 FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Thomas Duane CENTRAL INDEX KEY: 0001391130 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 12999761 MAIL ADDRESS: STREET 1: 9800 RICHMOND AVE STREET 2: SUITE 305 CITY: HOUSTON STATE: TX ZIP: 77042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102492000 MAIL ADDRESS: STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2012-07-23 0 0000916459 GARDNER DENVER INC GDI 0001391130 Morgan Thomas Duane GARDNER DENVER, INC. 1500 LIBERTY RIDGE DRIVE, SUITE 3000 WAYNE PA 19087 0 1 0 0 VP & Pres. Engrd. Prod. Group Common Stock 0 D Common Stock 8880 I Thomas Morgan and Nicola Rae Morgan Joint Trust Common Stock 274 I Excess Plan Employee Stock Option (Right-to-buy) 35.70 2014-02-19 Common Stock 3700 D Employee Stock Option (Right-to-buy) 35.88 2015-02-18 Common Stock 5600 D Employee Stock Option (Right-to-buy) 18.53 2016-02-23 Common Stock 2600 D Employee Stock Option (Right-to-buy) 43.43 2017-02-22 Common Stock 6900 D Employee Stock Option (Right-to-buy) 75.83 2017-05-01 Common Stock 4700 D Employee Stock Option (Right-to-buy) 71.28 2017-05-01 Common Stock 7310 D Restricted Stock Units 64.16 Common Stock 6750 D Restricted Stock Units Common Stock 3250 D The reporting person acquired shares under the Company's Supplemental Excess Defined Contribution Plan. The information reported herein is based on a report dated July 30, 2012 from the Plan's recordkeeper, JPMorgan. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 19, 2008, February 19, 2009 and February 19, 2010. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exerciseble in cumulative increments of one-third each on February 18, 2009, February 18, 2010 and February 18, 2011. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 23, 2010, February 23, 2011 and February 23, 2012, respectively. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 22, 2011 and February 22, 2012. The remaining options became exercisable on May 1, 2012 on account of Mr. Morgan's retirement. One-third of the options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable on February 21, 2012 and the remainder of the options became exercisable on May 1, 2012 on account of Mr. Morgan's retirement. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, are exercisable in cumulative increments of one-third each on February 20, 2013, 2014 and 2015, respectively. The restricted stock units granted under the Company's Amended and Restated Long-Term Incentive Plan each represents a right to receive one share of the Company's common stock upon vesting. The restricted stock units vested on May 1, 2012; however, payment has been delayed until November 2, 2012 in accordance with the terms of the Company's Amended and Restated Long-Term Incentive Plan. The restricted stock units granted under the Company's Amended and Restated Long-Term Incentive Plan cliff vest on February 20, 2015. Each restricted stock unit represents a right to receive one share of the Company's common stock upon vesting. The restricted stock units generally will be paid out on the earliest to occur of vesting, death, disability or change in control (each as defined in the award), but payment on account of termination of employment may be delayed until 6 months following termination if required for tax purposes. Exhibit List: Exhibit 24 Power of Attorney dated July 31, 2012 Bradley L. Wideman, Attorney-in-fact 2012-08-01 EX-24 2 tdmorganpoa073112.htm T. DUANE MORGAN POWER OF ATTORNEY


         Exhibit 24





                                POWER OF ATTORNEY



     Know all by these presents, that the undersigned hereby constitutes and

appoints each of Brent A. Walters and Bradley L. Wideman signing singly, the

undersigned's true and lawful attorney-in-fact to:



     (1)    execute for and on behalf of the undersigned, in the undersigned's

     capacity as an officer and/or director of Gardner Denver, Inc. (the

     "Corporation"), Forms 3, 4, and 5 in accordance with Section 16(a) of the

     Securities Exchange Act of 1934 and the rules thereunder;



     (2)    do and perform any and all acts for and on behalf of the

     undersigned which may be necessary or desirable to complete and execute any

     such Form 3, 4, or 5, complete and execute any amendment or amendments

     thereto, and timely file such form with the United States Securities and

     Exchange Commission and any stock exchange or similar authority; and



     (3)    take any other action of any type whatsoever in connection with

     the foregoing which, in the opinion of such attorney-in-fact, may be of

     benefit to, in the best interest of, or legally required by, the

     undersigned, it being understood that the documents executed by such

     attorney-in-fact on behalf of the undersigned pursuant to this Power of

     Attorney shall be in such form and shall contain such terms and conditions

     as such attorney-in-fact may approve in such attorney-in-fact's discretion.



     The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming,

nor is the Corporation assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities Exchange Act of 1934.



     This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to the

undersigned's holdings of and transactions in securities issued by the

Corporation, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 31st day of July, 2012.





                                         /s/T. Duane Morgan

                                         T. Duane Morgan