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): February 9, 2010
KULICKE
AND SOFFA INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
Pennsylvania
|
000-00121
|
23-1498399
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
1005
Virginia Drive, Fort Washington, PA
|
19034
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (215) 784-6000
(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):
¨
|
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 February 9, 2010, the Management
Development and Compensation Committee of the Board of Directors (the
“Committee”) of Kulicke and Soffa Industries, Inc. (the “Company”) completed an
annual review of executive officer compensation. The following named
executive officers received base salary and cash incentive payment target level
increases in the amounts described below:
Executive
Officer
|
%
Increase in Salary
|
New
Base Salary
|
Target
Annual Cash Incentive as a % of Salary
|
Christian
Rheault
|
11.3%
|
$326,000
|
70%
(increased from 65%)
|
Michael
Morris
|
3.0%
|
$288,400
|
(unchanged
at 45%)
|
Base
salary increases and target level increases will be effective beginning on April
1, 2010.
In addition, on February 9, 2010, the
Committee also approved a change to the performance criteria under the Company’s
Officer Incentive Compensation Plan (the “OIC Plan”). Quarterly cash
incentive payments made pursuant to the OIC Plan are based on a target return on
invested capital (“ROIC”). Effective for the Company’s third fiscal
quarter of 2010, the Committee set the ROIC target at 18%.
Item
8.01.
|
Other
Information.
|
The Company’s 2010 Annual Meeting of
Shareholders was held on February 9, 2010. At this meeting, Messrs.
John A. O’Steen and MacDonnell Roehm, Jr. were reelected to the Board of
Directors of the Company for terms expiring at the 2014 Annual
Meeting. Messrs. C. Scott Kulicke, Brian R. Bachman, Garrett E.
Pierce, Barry Waite and C. William Zadel will continue as directors of the
Company until their respective terms expire or until their successors have been
duly elected and qualified.
In addition, the shareholders ratified
the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the fiscal year ending October 2,
2010. The results of the voting on each of the matters presented to
shareholders at the Annual Meeting are set forth below:
VOTES
FOR
|
VOTES
AGAINST/
WITHHELD
|
ABSTENTIONS
|
BROKER
NON-VOTES
|
|
Election
of Directors
|
||||
John
A. O’Steen
|
40,504,563
|
1,842,609
|
___
|
16,183,984
|
MacDonnell
Roehm, Jr.
|
40,500,622
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1,846,550
|
___
|
16,183,984
|
Ratification
of Auditors
|
57,228,941
|
1,095,561
|
206,654
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___
|
Under Pennsylvania law, the election of
directors is based on plurality voting and as such votes are not cast against a
candidate.
SIGNATURE
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.
February
12, 2010
KULICKE
AND SOFFA INDUSTRIES, INC.
|
|||
|
By:
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/s/ C. Scott Kulicke | |
Name: |
C.
Scott Kulicke
|
||
Title: |
Chairman
of the Board and Chief Executive Officer
|
||