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): December 4, 2009
Keithley Instruments, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-9965 34-0794417
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
28775 Aurora Road, Solon, Ohio 44139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440) 248-0400
Not Applicable
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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:
[] 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 4, 2009, the Compensation and Human Resources
Committee (the "Committee") of the Board of Directors of Keithley Instruments,
Inc. (the "Company") approved the Company's performance share award program
covering fiscal years 2010 through 2012 (the "Performance Share Program"), which
provides for performance awards to be issued under the Company's Amended and
Restated 2002 Stock Incentive Plan or 2009 Stock Incentive Plan (in each case,
the "Plan"). Performance award units entitle participants to receive a specified
number of the Company's common shares based on the degree to which performance
goals have been achieved as of the end of the performance period.
The performance period, goals and payout terms established by the
Committee for the Performance Share Program were as follows:
o The performance period began on the grant date of December 4, 2009 and
ends on September 30, 2012, the last day of the third fiscal year
following the grant date.
o The performance measure for the awards is the Company's Total
Shareholder Return (TSR) growth rate compared to that of companies in
the Russell Microcap Index. If there have been changes in the
companies that are included in the index as of the beginning of the
measurement period compared to the end of the measurement period, for
example, as a result of acquisitions, mergers, bankruptcies or going
private transactions, that have a significant impact on the resulting
TSR growth rate, the Committee in its sole discretion may exclude the
impact of one or more of such companies' TSR from the index group.
o The TSR growth rate will be calculated as the difference between each
company's average share price at the beginning of the measurement
period compared to each company's average share price at the end of
the measurement period, plus the cumulative dividends paid during that
period. A thirty calendar day average share price will be used at the
beginning and end of the measurement period for this calculation.
o The common shares subject to the performance awards will be earned and
issued at the target (100%) payout amounts if the Company's TSR growth
rate is at median of the companies in the index. Actual payout
percentages will be based on linear slope with a minimum payout
threshold at 25th percentile and maximum payout of 200% of target at
75th percentile. Each percentile increase above 25th will equate to a
4% payout increase, as demonstrated in the table below.
(greater than) (greater than)
(greater than) 25th - (greater than) 35th - (greater than) 50th 65th - (less 75th - (less
0 - (less than or (less than or equal (less than or equal - (less than or than or equal than or equal
Percentile equal to) 25th to) 35th to) 50th equal to) 65th to) 75th to) 100th
% Payout of Target 0% 4% - 40% 44% - 100% 104% - 160% 164% - 200% 200%
The awards were issued pursuant to the terms of the Plan and the form
of performance award agreement also approved by the Committee on December 4,
2009 and filed herewith as Exhibit 10.1. The award agreement provides that the
shares, if any, to be paid out under the award will be issued by December 31,
2012 and are subject to set off and recoupment for certain claims that the
Company may have against an award recipient within a three-year period following
the end of the recipient's employment with the Company. In addition, if an award
recipient terminates or the Company terminates his or her employment before the
end of the performance period, the entire award will be forfeited unless the
termination is due to retirement upon satisfactory conditions. Such retirees
will receive a pro rata payout based on the TSR growth achieved by the Company
at the end of the performance period, but pro rated to the number of the days in
the period that the retiree was employed by the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
10.01 Form of Keithley Instruments, Inc. 2002 & 2009 Stock Incentive
Plans Performance Award Agreement.
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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.
Keithley Instruments, Inc.
December 9, 2009 By: /s/ Mark J. Plush
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Name: Mark J. Plush
Title: Vice President and Chief
Financial Officer
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Exhibit Index
Exhibit No. Description
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10.01 Form of Keithley Instruments, Inc. 2002 & 2009 Stock
Incentive Plans Performance Award Agreement.