-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WnbrHxvZOvhZVmQoOUzZksqy1K3LWVxTjLG1vFMsGQXtxn9QhnQ7u2IRPBLjsvg3 z2iCBcZyanCMcI7AtYmKvQ== 0000950123-10-104916.txt : 20101112 0000950123-10-104916.hdr.sgml : 20101111 20101112153617 ACCESSION NUMBER: 0000950123-10-104916 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101108 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 101186188 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 8-K 1 b83465e8vk.htm FORM 8-K e8vk
 
 
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 8, 2010
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
 
(State or other jurisdiction of incorporation)
     
0-25434   04-3040660
     
(Commission File Number)   (IRS Employer Identification No.)
     
15 Elizabeth Drive, Chelmsford, MA   01824
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (978) 262-2400.
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:
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 November 8, 2010, the Board of Directors (the “Board”) of Brooks Automation, Inc. (the “Company”) voted to establish the Company’s Performance Based Variable Compensation Plan for the fiscal year ending September 30, 2011 (the “FY 11 PBVC Plan”) in which named executive officers and additional key management personnel participate.
The Company provides performance based variable compensation (PBVC) to named executive officers and additional key management personnel. The framework provides for the setting of aggressive but achievable goals designed to provide awards commensurate with the value achieved for the Company. Named executive officers are responsible for achieving goals among corporate/business unit financial metrics and strategic objectives for each participant. Functional and individual goals and objectives are integrated in the award to address measurable performance factors critical to the Company’s success within the control and accountability of an individual executive. Examples of corporate and individual objectives include:
  •   Return on Invested Capital
  •   EBITDA as a Percent of Net Tangible Assets
  •   Gross Margin Performance
  •   Customer satisfaction as evidenced by out-of-box quality, on-time delivery, escalation closures
  •   New product revenue growth
  •   Working Capital Management
  •   Career development programs
  •   Effectiveness of internal control over financial reporting
Each fiscal year, the Human Resources and Compensation Committee of the board of directors and the full Board establish performance based variable compensation opportunities for the CEO and review and approve those submitted by the CEO for the named executive officers against the financial targets, goals and objectives established to measure performance. They use tailored corporate financial performance measures and individual objectives for named executive officers and senior executives to focus performance and accountability around those measures and objectives. This assures a high level of accountability in assessing performance and approving awards.
The FY 11 PBVC Plan metrics will be based on corporate financial performance in fiscal 2011 as measured against specific target ratios for adjusted EBITDA and return on invested capital approved for the fiscal year by the Company’s directors as well as non-financial individual performance goals for each senior executive (including the CEO) based on an assessment of each executive’s accomplishments at the conclusion of the fiscal year. All payouts will be predicated upon the Company first realizing full year operating profitability and return on invested capital at pre determined targets.

 

 

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.
         
  BROOKS AUTOMATION, INC.
 		  
  /s/ Thomas S. Grilk    
  Thomas S. Grilk   
  Senior Vice President, General Counsel and Secretary   
 
Date: November 12, 2010

 

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