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 27, 2017

Omega Protein Corporation
(Exact name of registrant as specified in its charter)

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:

☐ 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.

2017 Performance Unit Plan

On February 27, 2017, the Board of Directors (the “Board”) of Omega Protein Corporation (the “Company”) approved the Omega Protein Corporation 2017 Cash Incentive Performance Unit Plan (the “2017 Performance Unit Plan”), which will be administered by the Compensation Committee of the Board (the “Committee”). Under the 2017 Performance Unit Plan, the Committee may grant Performance Units to eligible employees of the Company and its affiliates. The Company believes that the 2017 Performance Unit Plan will enable it to motivate superior performance by means of long-term performance related incentives through a program that links and aligns the interests of key employees to those of the Company’s stockholders, enabling them to share in the long-term growth and success of the Company.

The Performance Units provide for a cash incentive award, the amount of which will be determined by reference to the performance of the Company’s common stock during the relevant performance period compared to the performance of the Russell 2000 Index (the “Peer Group”) during that same period. The value of the Performance Units will be measured based on the Company’s performance in each of the three following periods: (i) January 1, 2017 to December 31, 2017, (ii) January 1, 2018 to December 31, 2018, and (iii) January 1, 2019 to December 31, 2019. One third of the Performance Units granted to an employee will be earned at the end of each calendar year of the performance period and will be valued for the calendar year based on the Total Shareholder Return (“TSR”) of the Company compared to the TSR of the Peer Group. At the end of each calendar year in the performance period, subject to review and certification of results by the Committee, the employee will accrue a cash bonus based on the value of his or her Performance Units earned for that calendar year. Accrued cash bonuses for all three years will be paid within 60 days after the end of the performance period which will be December 31, 2019.

The Company’s TSR compared to the Peer Group TSR will determine the value of a Performance Unit as set forth below:

Payments between percentiles will be interpolated, unless the Company’s TSR is below the 25^th percentile, in which case no payment would be made, or unless the Company’s TSR is above the 75^th percentile in which case the value of the Performance Unit is capped at $2.00. In the event that the Company’s TSR is negative during the performance measurement period, the maximum value of the Performance Unit for that period would be capped at $1.00.

TSR for the Company is calculated with respect to each performance period by dividing (a) the average closing price of the Company’s common stock for the last 25 trading days of the applicable performance period, less the average closing price of the Company’s common stock for the 25 trading days immediately preceding the performance period, by (b) the average closing price of the Company’s common stock for the 25 trading days immediately preceding the performance period. TSR is calculated with respect to each performance period for the companies in the Peer Group on the same basis as TSR is calculated for the Company.

If any Performance Units are earned for the completed performance period, the employee will accrue such units until the end of the three year performance period. At the end of the three year performance period, the employee will be paid within 60 days following the end of the three year performance period, a cash amount equal to that employee’s number of Performance Units earned for each one year period multiplied by the value of the Performance Units for that corresponding one year period, as set forth in the above chart (subject to the employee’s continuing employment through the payment date, except that payment will still be made in the case of an employee’s separation from service due to his or her death or disability with respect to Performance Units that have been earned for a plan year prior to the date of such separation which will be paid within 30 days after the date of separation due to disability or death).

Upon a Change in Control prior to the expiration of the performance period or prior to the payment date, the Performance Units that have been earned for completed years of the performance period will be paid no later than 30 days after the date of the Change in Control, and for incomplete calendar years the earning of the remaining Performance Units granted to a Participant will be accelerated as of the date of the Change in Control and valued at the target value as provided in the chart above. Such amounts will be paid no later than 30 days after the date of the Change in Control.

This description of the 2017 Performance Unit Plan does not purport to be complete and is qualified in its entirety by reference to the 2017 Performance Unit Plan, which is incorporated herein by reference and is attached hereto as Exhibit 10.1.

On February 27, 2017 the Board awarded the following grants of Performance Units under the 2017 Performance Unit Plan to the Named Executive Officers identified in the Company’s Proxy Statement for its 2016 Annual Meeting of Stockholders (the “NEOs”) listed below:

On February 27, 2017, the Board awarded the following grants of restricted common stock under the Company’s 2015 Long-Term Incentive Plan to the NEOs listed below:

These shares will vest in one-third increments on the anniversary of the date of grant and have a value of $25.55 per share, the Fair Market Value (as defined in the 2015 Long-Term Incentive Plan) on the date of grant. The grants were made pursuant to the form of Restricted Stock Agreement attached hereto as Exhibit 10.2.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Restricted Stock Agreement, which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

Cash Bonuses for 2016

On February 27, 2017, the Board approved the following cash bonuses in connection with 2016 performance to be paid to the NEOs listed below:

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

10.1     Omega Protein Corporation 2017 Cash Incentive Performance Unit Plan

10.2     Form of Award of Restricted Stock Agreement for February 27, 2017 grants of restricted stock awards

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

5