SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): 2-9-07
AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 1-9102 77-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
245 South Los Robles Ave., Pasadena, California 91101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(626) 683-4000
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:
/ / Written communications pursuant to Rule 425 under the Securities Act (17
CFG 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 CFT240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e4(c))
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(e) On February 9, 2007, the Compensation Committee of the Board of Directors of
Ameron International Corporation (the "Company") approved the grant of the
following number of shares of restricted stock to the named executive officers
under the Company's 2004 Stock Incentive Plan: Mr. Marlen (14,896); Mr. Wagner
(6,206); Mr. Solis (4,965); Mr. Giese (447) and Mr. McLaughlin (1,018). The
shares of restricted stock have an annual vesting rate of 33 1/3% commencing one
year from the date of grant with the exception that Mr. Giese's shares will vest
on November 30, 2007.
The grant of restricted stock was made pursuant to the terms of the 2004 Stock
Incentive Plan and the terms of a Restricted Stock Grant document, a copy of
which is filed as Exhibit 99.1 to this Report and incorporated herein by
reference as to Messrs. Marlen, Wagner, Solis and McLaughlin; and as to Mr.
Giese under the terms of the Restricted Stock Grant document which is filed as
Exhibit 99.2 to this Report and incorporated herein by reference. A copy of the
2004 Stock Incentive Plan previously was filed as Registration Statement No.
333-114534 on Form S-8 filed with the Commission on April 16, 2004 and is
incorporated herein by reference.
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 thereunto duly authorized.
AMERON INTERNATIONAL CORPORATION
Date: February 12, 2006 By: /s/ Javier Solis
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Javier Solis
Senior Vice President & Secretary