form8k05380_01082008.htm
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 8,
2008
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(Exact
name of registrant as specified in its charter)
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New
Jersey
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1-4987
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21-0682685
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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520
Fellowship Road, Suite A114, Mount Laurel, New Jersey
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08054
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (856)
727-1500
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N/A
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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):
¨
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.
(e) On
January 8, 2008, the Compensation Committee of the Board of Directors of
SL
Industries, Inc. (the "Company") made certain modifications to the Company's
2007 Bonus Plan (the "Bonus Plan"). The Bonus Plan provides incentives to
officers and members of management of the Company and its subsidiaries,
including certain of the Company's executive officers, in the form of cash
bonus
payments for achieving certain performance goals established for
them. Participants in the Bonus Plan who are named executive officers
of the Company include James C. Taylor, President and Chief Executive Officer
of
the Company and David R. Nuzzo, Vice President and Chief Financial Officer
of
the Company.
The
Bonus Plan includes two components. The first component is a Short
Term Incentive Plan ("STIP"), and the second component is a Long Term Incentive
Plan ("LTIP"). The structure of the Bonus Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth
goals. As modified, the Bonus Plan provides as follows:
Short
Term Incentive Plan. The Compensation Committee has established two
components for the STIP, a return on invested capital ("ROIC") based component
and a component based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the
two components for each the Company’s divisions and its corporate office, the
maximum percentage of base salary that may be earned by the participants
ranges
from 20% to 45%. STIP bonuses earned will be paid annually. No STIP bonus
will
be paid if the ROIC component is below a predetermined threshold or if the
pre-determined individual objectives are not met.
Long
Term Incentive Plan. The LTIP component of the Bonus Plan is based on a
combination of the achievement of certain sales targets and ROIC targets
by each
of the Company’s divisions and its corporate office over the three fiscal years
beginning in 2007. Based on the determination of these objectives,
the maximum percentage of base salary that may be earned by the participants
ranges from 10% to 55%. LTIP bonuses earned will be paid following
the conclusion of the 2009 fiscal year. A bonus payout under the LTIP will
not
occur if either the ROIC or sales component is below 80% of the respective
target.
Under
the Bonus Plan, Mr. Taylor, the President and Chief Executive Officer of
the
Company, may earn a maximum bonus of 100% of base salary, and Mr. Nuzzo,
the
Vice President and Chief Financial Officer of the Company, may earn a maximum
bonus of 75% of base salary.
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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SL
Industries, Inc.
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(Registrant)
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Date:
January 14, 2008
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By: |
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Name:
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David
R. Nuzzo
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Title:
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Vice
President and Chief
Financial
Officer
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