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EX-99.1 - EX-99.1 - CYMER INCd504412dex991.htm

 

 

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): March 12, 2013

 

 

CYMER, INC.

(Exact name of registrant as specified in its charter)

 

 

 

NEVADA   0-21321   33-0175463

(State or jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

17075 THORNMINT COURT

SAN DIEGO, CALIFORNIA 92127

(Address of principal executive offices)

(858) 385-7300

(Registrant’s telephone number, including area code)

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 (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.

(e) On March 12, 2013, the Compensation Committee of our Board of Directors (“Compensation Committee”) approved our Long-Term Incentive Bonus Program (“LTIP”) for 2013, and individual equity awards under the LTIP for 2013. The equity awards are comprised of performance restricted stock unit (“PRSU”) awards and restricted stock unit (“RSU”) awards. The shares subject to the PRSU awards are subject to adjustment based on the level of our achievement of certain financial performance measures during 2013. The adjusted number of shares, if any, vest and become issuable in three equal installments with the initial installment vesting upon the later of the determination of our level of achievement or March 12, 2014 and the second and third installments vesting on March 12, 2015 and 2016, respectively. The shares subject to the RSU awards vest and become issuable in three equal annual installments beginning March 12, 2014.

The awards granted to our named executive officers are as follows:

 

Executive Officer

   Number of
PRSUs (1)
     Number of
RSUs
 

Robert P. Akins

     11,032         11,031   

Chairman of the Board and Chief Executive Officer

     

Edward J. Brown, Jr.

     8,274         8,273   

President and Chief Operating Officer

     

Thomas J. Bondur

     1,250         1,252   

Vice President, Global Sales and Marketing

     

 

(1) Represents a target number of shares subject to the PRSUs assuming we achieve 100% of the applicable performance measures approved by the Compensation Committee. The number of shares subject to a PRSU award may increase or decrease based upon actual performance against the applicable performance measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Summary description of Cymer, Inc. 2013 Long-Term Incentive Program.


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.

 

    CYMER, INC.
  By:  

 /s/ Paul B. Bowman

Date: March 15, 2013     Paul B. Bowman
    Senior Vice President, Chief Financial Officer and Secretary