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): July 1, 2014
SPARTON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Ohio | 1-1000 | 38-1054690 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 425 Martingale Road | ||
| Suite 2050 | ||
| Schaumburg, Illinois | 60173-2213 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 772-7866
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:
| ¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 July 1, 2014, Sparton Corporation (the “Company”) adopted the First Amendment and the Second Amendment to the Sparton Corporation Deferred Compensation Plan (the “Plan”), each effective as of July 1, 2014.
The First Amendment to the Plan permits the purchase of split dollar life insurance with assets deferred under the Plan to provide for additional benefits to beneficiaries in the event of a Plan participant’s death.
The Second Amendment to the Plan permits members of the Company’s Board of Directors to participate in the Plan and permits restricted stock units to be deferred under the Plan.
This summary of the First Amendment and Second Amendment to the Plan is not intended to be complete and is qualified in its entirety by reference to the First Amendment and Second Amendment to the Plan, which are filed hereto as Exhibits 10.1 and 10.2, respectively.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 10.1 | First Amendment to the Sparton Corporation Deferred Compensation Plan | |
| Exhibit 10.2 | Second Amendment to the Sparton Corporation Deferred Compensation Plan | |
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 thereunto duly authorized.
| SPARTON CORPORATION | ||||||
| Dated: July 3, 2014 | By: | /s/ Cary B. Wood | ||||
| Cary B. Wood, President and Chief Executive Officer | ||||||
Index to Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
Description | |
| Exhibit 10.1 | First Amendment to the Sparton Corporation Deferred Compensation Plan | |
| Exhibit 10.2 | Second Amendment to the Sparton Corporation Deferred Compensation Plan | |
Exhibit 10.1
FIRST AMENDMENT TO THE SPARTON CORPORATION DEFERRED COMPENSATION PLAN
WHEREAS, Sparton Corporation (the “Company”) adopted the Sparton Corporation Deferred Compensation Plan (the “Plan”) effective as of January 1, 2014; and
WHEREAS, pursuant to Section 11.10 of the Plan the Company has the authority to amend the plan to the extent permitted by Internal Revenue Code Section 409A; and
WHEREAS, the Company does hereby desire to amend the Plan to permit the discretionary right by the Company to enter into an endorsement split dollar agreement with certain designated Plan participants; and
WHEREAS, in order to effect a timely establishment and enrollment of these split dollar agreements for eligible participants along with appropriate communications the Company does hereby wish to delegate its responsibilities relating to said tasks.
NOW, THEREFORE, the Plan is hereby amended by adoption of the following Resolutions:
RESOLVED, that the Plan is hereby amended by incorporation of the following Section 6.12:
6.12 ENDORSEMENT SPLIT DOLLAR. To the extent deemed appropriate, the Company may or may not enter into an Endorsement Split Dollar Agreement (the “Agreement”) providing for additional benefits to the Beneficiary(ies) in the event of the Participant’s death. Said additional amounts shall not be limited by Section 6.11 hereto. The Company shall retain full discretion to determine the amount of benefit offered in the Agreement and payable in the event of the Participant’s death. Furthermore the Company reserves the right to amend or terminate the Agreement at anytime and for any reason without consent of the Participant. All benefits and rights under this Section 6.12 shall terminate, if not cancelled previously, as of the Participant’s separation from service as defined under Section 409A.
FURTHER RESOLVED, that the Vice President of Human Resource shall be delegated with the responsibility to carry out such actions necessary to effect the eligibility, enrollment and communication of the split dollar agreements for those Participants designated on Exhibit A; and
FURTHER RESOLVED, that this shall become effective as of July 1, 2014.
Signed: /s/ Steve Korwin
Name: Steve Korwin
Title: SVP, Quality & Engineering
Date: 7/1/2014
Exhibit 10.2
SECOND AMENDMENT TO THE SPARTON CORPORATION DEFERRED COMPENSATION PLAN
WHEREAS, Sparton Corporation (the “Company”) adopted the Sparton Corporation Deferred Compensation Plan (the “Plan”) effective as of January 1, 2014; and
WHEREAS, Sparton Corporation has adopted and shareholders have approved the Sparton Corporation 2010 Long-Term Stock Option Incentive Plan
WHEREAS, pursuant to Section 11.10 of the Plan the Company has the authority to amend the plan to the extent permitted by Internal Revenue Code Section 409A; and
WHEREAS, the Company does hereby desire to amend the Plan to permit the participation of their Board of Directors (the “Directors”);
WHEREAS, the plan needs to be amended to include such eligible forms of director compensation;
WHEREAS, the company desires to expand the eligible forms of compensation for non-directors, the plan will be amended to include Restricted Stock Units;
NOW, THEREFORE, the Plan is hereby amended by adoption of the following Resolutions:
RESOLVED, the plan hereby amends Article 1 Section 1.1 as follows:
By deleting the definition of “Eligible Employee” and replace it as follows:
“Eligible Employee” means any employee of the Company or an Affiliate and any member of the Board of Directors who is selected to participate herein in accordance with the provisions of Article 2 hereof, and is one of a select group of management or highly compensated employees.
By adding the following definition for “Board of Directors”
“Board of Directors” means any properly elected member of the Company’s or an Affiliate’s Board of Directors and any independent contractor who is a member of a committee, if such committee is established by and its members appointed by the Board of Directors.
By adding the following definition for “Restricted Stock Units”
“Restricted Stock Units” is defined under section 2 of the Sparton Corporation 2010 Long-Term Stock Option Incentive Plan.
By adding the following at the end of the definition of “Pay Type”
For purposes of clarification, as of July 1, 2014, the following chart reflects the types of compensation included as “Pay Types” and the associated maximum deferral percentage for each.
| Eligible Pay Type | Maximum Deferral Percentage | |
| Base Salary | 80% | |
| Annual Bonus | 80% | |
| Annual Commissions | 80% | |
| Director Fees | 100% | |
| 401k Refund | 100% | |
| Restricted Stock Units | 100% |
FURTHER RESOLVED, Restricted Stock Units shall be added to the list of Pay Types in Section I of the Adoption Agreement.
FURTHER RESOLVED, that the Vice President of Human Resources shall be delegated with the responsibility to carry out such actions necessary to effect the eligibility, enrollment and communication of the Plan to the Eligible Employees; and
FURTHER RESOLVED, that this shall become effective as of July 1, 2014.
Signed: /s/ Steve Korwin
Name: Steve Korwin
Title: SVP, Quality & Engineering
Date: 7/1/2014