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) February 7, 2011
INTERNATIONAL RECTIFIER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-7935 |
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95-1528961 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
101 North Sepulveda Boulevard, El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
(310) 726-8000
(Registrants telephone number, including area code)
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(e) Compensatory Arrangement of Certain Officers
On July 7, 2010, the Compensation Committee (Compensation Committee) of the Board of Directors (Board) of International Rectifier Corporation (the Company), established a short-term cash incentive bonus program (the Program) for the Companys 2011 fiscal year (Program Period), pursuant to which each of the following executive officers of the Company (Named Officers), is eligible to participate: President and Chief Executive Officer, Oleg Khaykin; Executive Vice President and Chief Financial Officer, Ilan Daskal; Executive Vice President and Chief Operations Officer, Michael Barrow; and Vice President, General Counsel and Secretary, Timothy E. Bixler. The Program is described more fully in Item 5.02(e)(A) of the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on July 13, 2010 and Item 5.02(e) of the Companys Current Report on Form 8-K filed with the SEC on August 31, 2010 (together the Prior 8-Ks), which descriptions are incorporated herein by reference.
On February 7, 2011, the Compensation Committee established the performance goals attributed to each Named Officers eligible bonus opportunity under the Program applicable to the last two fiscal quarters of the Companys 2011 fiscal year. For Mr. Khaykin, the Compensation Committee established a mix of corporate and individual goals, with 70% of Mr. Khaykins bonus opportunity based upon the Companys level of achievement of operating income before bonus and excluding extraordinary and one-time items, such as the Companys ERP initiatives, and 30% of the bonus opportunity based on the Compensation Committees subjective determination of Mr. Khaykins performance against qualitative standards. For the Named Officers other than Mr. Khaykin, the Compensation Committee established a mix of individual goals, with 70% of the bonus opportunity based on the Compensation Committees determination of the Named Officer achieving individualized performance targets and 30% of the bonus opportunity based on the Compensation Committees subjective determination of the Named Officers performance against qualitative standards.
The Program remains otherwise in effect as set forth in the Prior 8-Ks.
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.
Date: February 11, 2011 |
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INTERNATIONAL RECTIFIER CORPORATION | |
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By: |
/s/ Timothy E. Bixler |
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Name: |
Timothy E. Bixler |
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Title: |
Vice President, General Counsel and Secretary |