UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 8, 2011
MAXWELL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-15477 | 95-2390133 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
5271 Viewridge Court, Suite 100
San Diego, California 92123
(Addresses of principal executive offices, including zip code)
(858) 503-3300
(Registrant’s 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 (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 8, 2011, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Maxwell Technologies, Inc. (the Company) took certain actions regarding the compensation arrangements with the Company’s named executive officers.
The Committee approved increases in base salaries for named executive officers, as follows:
| Named Executive Officer |
Title |
Prior Base Salary |
New Base Salary | |||
| David Schramm |
President and Chief Executive Officer | $485,000 | $495,000 | |||
| Kevin Royal |
Senior Vice President and Chief Financial Officer | $300,000 | $311,000 | |||
| George Kreigler |
Senior Vice President and Chief Operating Officer | $309,000 | $318,270 | |||
| Van Andrews |
Senior Vice President of Sales and Marketing | $240,000 | $252,000 |
The Committee approved payment to named executive officers of cash bonuses under the Company’s 2010 incentive bonus program, as follows:
| Named Executive Officer |
Title |
2010 Incentive Bonus Payment | ||
| David Schramm |
President and Chief Executive Officer | $485,000 | ||
| Kevin Royal |
Senior Vice President and Chief Financial Officer | $150,000 | ||
| George Kreigler |
Senior Vice President and Chief Operating Officer | $154,500 | ||
| Van Andrews |
Senior Vice President of Sales and Marketing | $120,000 |
The Committee approved long-term incentive awards, in the form of restricted share awards (RSA) under the Company’s 2005 Omnibus Equity Incentive Plan, to named executive officers. Fifty percent of the shares subject to these awards vest based upon continued service over a four-year period following the grant date and fifty percent vest based upon achievement of
certain performance objectives. The number of shares subject to these long-term restricted share awards for each named executive officers is as follows:
| Named Executive Officer |
Title |
Number of Shares Subject to RSA | ||
| David Schramm |
President and Chief Executive Officer | 34,265 | ||
| Kevin Royal |
Senior Vice President and Chief Financial Officer | 14,233 | ||
| George Kreigler |
Senior Vice President and Chief Operating Officer | 14,660 | ||
| Van Andrews |
Senior Vice President of Sales and Marketing | 10,121 |
In addition, on February 9, 2011, the Board approved certain changes to the compensation program for outside directors serving on the Board, effective for fiscal year 2011 (except as otherwise described below). These changes include:
| • | an increase in the annual retainer for all outside directors to $50,000, |
| • | an additional annual cash retainer for the Chair of the Board of $20,000, retroactive to his appointment to that position in May 2010, |
| • | a determination that in the future, rather than granting annual equity awards based upon a set number of shares to each outside director, these awards will be based upon aggregate award value equal to $60,000 on the date of grant, and |
| • | annual retainers for Board committee service and service as a Board committee chair. |
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.
| MAXWELL TECHNOLOGIES, INC. | ||
| By: /s/ Kevin S. Royal | ||
| Kevin S. Royal Chief Financial Officer | ||
Date: February 14, 2011