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)
January
27, 2010
AMERON
INTERNATIONAL CORPORATION
(Exact
name of Registrant as specified in its charter)
| Delaware | 1-9102 | 77-0100596 |
|
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer Identification No.) |
|
245 South Los Robles Avenue (Address of Principal Executive Offices) |
91101
(Zip Code) |
Registrant’s
telephone number, including area code (626)
683-4000
Not
Applicable
(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 2.02. |
Results of Operations and Financial Condition. |
| On January 29, 2010, Ameron International Corporation (the “Company”) issued a press release regarding the Company’s results of operations for the fiscal year ended November 30, 2009. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference. | |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; |
| On January 27, 2010, the Company’s Board of Directors approved the following actions of its Compensation Committee with regard to the compensation of the following named executive officers of the Company: | |
|
(a) |
Payments of Fiscal Year 2009 Annual Management Incentive Compensation Plan Awards: |
||
|
James S. Marlen |
$1,655,000 |
||
|
Gary Wagner |
$650,000 |
||
|
James R. McLaughlin |
$385,000 |
||
|
Mark J. Nowak |
$200,000 |
||
|
Ralph S. Friedrich |
$125,000 |
||
|
(b) |
Payments of Fiscal Years 2007-2009 Key Executive Long-Term Cash Incentive Plan Awards: |
||
|
James S. Marlen |
$906,376 |
||
|
Gary Wagner |
$369,997 |
||
|
James R. McLaughlin |
$233,600 |
||
|
Mark J. Nowak |
$152,859 |
||
|
Ralph S. Friedrich |
$90,932 |
||
|
(c) |
Fiscal Year 2010 Annualized Base Salary Rate, Effective February 1, 2010: |
||
|
James S. Marlen |
$951,000 |
||
|
Gary Wagner |
$472,000 |
||
|
James R. McLaughlin |
$306,344 |
||
|
Mark J. Nowak |
$267,280 |
||
|
Ralph S. Friedrich |
$238,500 |
||
|
(d) |
February 1, 2010 Grant of 18,000 Shares to James S. Marlen Pursuant to his Employment Agreement |
||
|
(e) |
February 1, 2010 Grant of Restricted Stock, Vesting 33-1/3% per Year: |
||
|
Gary Wagner |
3,500 shares |
||
|
James R. McLaughlin |
2,500 shares |
||
|
Mark J. Nowak |
2,000 shares |
||
|
Ralph S. Friedrich |
1,000 shares |
||
|
(f) |
Fiscal Year 2010 Annual Management Incentive Compensation Plan Target Awards (Expressed as a Percentage of Base Salary Rate): |
||
|
James S. Marlen |
100% |
||
|
Gary Wagner |
90% |
||
|
James R. McLaughlin |
80% |
||
|
Mark J. Nowak |
80% |
||
|
Ralph S. Friedrich |
50% |
||
|
(g) |
Fiscal Years 2010-2012 Key Executive Long-Term Cash Incentive Plan Target Awards (Expressed as a Percentage of Base Salary Rate): |
||
|
James S. Marlen |
50% |
||
|
Gary Wagner |
42.4% |
||
|
James R. McLaughlin |
50.3% |
||
|
Mark J. Nowak |
38.5% |
||
|
Ralph S. Friedrich |
20% |
||
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
| Effective January 27, 2010, the Board of Directors amended in its entirety Article III, Section 3.09 of the Company’s Bylaws. A copy of the Company’s Bylaws, as so amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference. | |
| Item 9.01. | Financial Statements and Exhibits |
|
Exhibit No. |
Description |
| 99 | News Release dated January 29, 2010 |
| 3.2 | Bylaws of Ameron International Corporation, amended and restated effective January 27, 2010. |
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 thereto duly authorized.
| AMERON INTERNATIONAL CORPORATION | |||
|
|
|||
|
Dated: January 29, 2010 |
By: |
/s/ Javier Solis |
|
|
|
Javier Solis |
||
|
|
Secretary |
||
EXHIBIT INDEX
|
Exhibit |
||
|
99 |
News Release dated January 29, 2010 |
|
|
3.2 |
Bylaws of Ameron International Corporation, amended and restated effective January 27, 2010. |
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