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 24, 2010
KADANT
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-11406
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52-1762325
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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One
Technology Park Drive
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||
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Westford,
Massachusetts
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01886
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(978)
776-2000
Registrant's
telephone number, including area code
Not
Applicable
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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KADANT
INC.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Compensatory Arrangements of Certain Officers
Fiscal 2009 Cash
Bonuses
On
February 24, 2010, the Compensation Committee of the Board of Directors
(“Compensation Committee”) of Kadant Inc. (the “Company”) determined fiscal 2009
cash incentive bonuses for the named executive officers of the Company for their
performance during fiscal 2009. The Compensation Committee determined the bonus
amounts using performance measures previously established in accordance with the
Company’s stockholder-approved cash incentive plan. For 2009, the performance
measures were based upon corporate financial measures of adjusted return on
shareholders’ equity and growth in adjusted earnings per share of the Company’s
continuing operations and, for certain executives, divisional performance
measures of operating income growth relative to net operating assets and return
on net assets. In addition, the Compensation Committee exercised its discretion
to award discretionary bonuses based on subjective criteria.
For each
named executive officer the amount of the award determined under the Company’s
cash incentive plan (“Non-equity incentive plan compensation”), the
discretionary bonus award, and the total bonus award, is as
follows:
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Name
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Non-Equity
Incentive Plan Compensation
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Discretionary
Bonus Award
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Total
Award
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William
A. Rainville
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$ | 80,500 | $ | 153,900 | $ | 234,400 | ||||||
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Edward
J. Sindoni
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$ | 17,600 | $ | 33,700 | $ | 51,300 | ||||||
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Jonathan
W. Painter
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$ | 17,500 | $ | 22,400 | $ | 39,900 | ||||||
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Thomas
M. O’Brien
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$ | 17,600 | $ | 33,700 | $ | 51,300 | ||||||
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Eric
T. Langevin
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$ | 30,900 | $ | 24,100 | $ | 55,000 | ||||||
2009 Restricted Stock Unit
Awards – Adjustments for 2009 Performance
On February 24, 2010, the Compensation
Committee also determined the level of achievement of the performance goals that
had been established for the performance-based restricted stock unit awards
(“RSUs”) awarded to named executive officers on March 3, 2009. The
RSUs provide for an adjustment of between 50% and 150% of the target RSU award
based on whether actual EBITDA from continuing operations (as defined in the RSU
agreement) for the twelve-month period ended January 2, 2010 was between 50% and
115% of the EBITDA target. The Compensation Committee determined that
the actual EBITDA from continuing operations for the measurement period equaled
60.1% of the EBITDA target, resulting in an adjustment to the target RSUs by
60.1% in each case.
2
As a
result, upon vesting of the RSU award, each named executive officer will be
entitled to receive the number of shares of the Company’s common stock set forth
opposite his name below:
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Name
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Number
of Shares Deliverable Upon Vesting of RSUs
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||||||
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William
A. Rainville
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24,040 | |||||
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Thomas
M. O’Brien
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7,815 | ||||||
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Edward
J. Sindoni
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7,815 | ||||||
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Jonathan
W. Painter
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3,910 | ||||||
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Eric
T. Langevin
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3,910 | ||||||
In all other
respects, the RSU awards were unchanged.
3
KADANT
INC.
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.
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KADANT
INC.
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Date: March
2, 2010
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By
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/s/ Thomas M. O’Brien
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Thomas
M. O’Brien
Executive
Vice President and
Chief
Financial Officer
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4