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 8,
2009
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Stoneridge,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Ohio
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001-13337
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34-1598949
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(State of other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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9400
East Market Street
Warren, Ohio
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44484 |
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of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (330) 856-2443
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(Former
name or former address, if changed since last
report.)
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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):
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))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensation Arrangements of
Certain Officers.
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On
March 8, 2009, Stoneridge, Inc. (the “Company”), by action of the Compensation
Committee of the Board of Directors (the “Committee”), adopted a Long-Term Cash
Incentive Plan (“LTCIP”) and made awards pursuant thereto. The LTCIP
was adopted to supplement the annual grants of time-based restricted common
shares under the Company’s Amended and Restated Long-Term Incentive Plan (the
“Equity Incentive Plan”). Over the last several years, as part of the
Company’s overall compensation program performance-based restricted common
shares and time-based restricted common shares, both with a three year vesting
period, have been granted by the Committee to the named executive officers and
other senior key employees. This year, as a result of the currently
depressed market price of the Company’s common shares, the resulting concerns
regarding the dilutive effect of grants of performance-based restricted common
shares at historical valuation levels, and the number of common shares available
for issuance under the Equity Incentive Plan, the Company adopted the LTCIP to
allow for the continuation of long-term performance-based incentive compensation
using cash instead of equity. In 2009, grants of awards under
the LTCIP were made in lieu of grants of performance-based restricted common
shares under the Equity Incentive Plan.
The
awards under the LTCIP provide the executive with the right to receive cash
after three years depending on the Company’s actual earnings per share (“EPS”)
performance for a performance period comprised of the 2009, 2010 and 2011 fiscal
years. The Company believes that linking potential long-term
compensation to performance ties the executive officers’ overall compensation to
returns to shareholders, which aligns executive officers’ interests with the
Company’s shareholders’ interests. For 2009 grants, the performance
period EPS performance target was established from Company’s budgeted EPS with a
10% annual growth factor for years two and three. Minimum EPS
was established at 50% of target and maximum EPS was established at 150% of
target. The LTCIP shall continue until such time as it is terminated
by the Board of Directors; provided, however, that awards to the Company’s
officers and key employees granted for performance years commencing after
December 31, 2008 shall be subject to approval of the shareholders of the
Company before settlement awards for the years ending on or after December 31,
2011 so that compensation will qualify as performance-based compensation
under Section 162(m) of the Internal Revenue Code. Depending on the
Company’s EPS performance over the performance period and continued employment,
the maximum amount that may be earned by the named executive officers under the
LTCIP for awards made on March 8, 2009 is as follows: John C. Corey
$1,175,442, George E. Strickler $339,459, Thomas A. Beaver $163,097, Mark J.
Tervalon $205,064, and Vince F. Suttmeier $93,765.
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.
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Stoneridge,
Inc.
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/s/ George E. Strickler |
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George
E. Strickler, Executive Vice President, |
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Chief
Financial Officer and Treasurer. (Principal Financial and Accounting
Officer) |
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