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): May 9, 2011
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
North Dakota
|
|
000-51728
|
|
43-1481791 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
100 Clark Street
St. Charles, Missouri
|
|
63301 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code: (636) 940-6000
N/A
(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:
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
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.
2011 Management Incentive Plan
On May 9, 2011, American Railcar Industries, Inc.s (ARI or the Company) compensation committee
of the board of directors (the Committee) approved the Companys Management Incentive Plan for
2011 (the Incentive Plan). The purpose of the Incentive Plan is to provide a variable component
to the total compensation package for management and executive level employees. Each of the
Companys named executive officers is eligible to participate in the Incentive Plan. Compensation
that may be earned under the Incentive Plan will be based on a combination of factors, including a
corporate financial performance target determined by the Committee, an employees base salary, and
performance evaluations. The Committee retains sole discretion over all matters relating to the
Incentive Plan, including, without limitation, the decision to pay any financial awards, the amount
of financial awards, if any, the ability to increase or decrease any financial awards, and to make
changes to any performance measures or targets, and discretion over the payment of partial
financial awards in the event of employment termination. Unless otherwise approved by the
Committee, no bonuses will be paid to any named executive officer who ceases to be employed by the
Company prior to the payment date.
Stock Appreciation Rights
On May 9, 2011, the Committee granted awards of stock appreciation rights (SARs) to certain
employees pursuant to the Companys 2005 Equity Incentive Plan, as amended (the Equity Incentive
Plan). The Committee granted an aggregate of 242,041 SARs, of which 60,232 were granted to the
Companys named executive officers as follows:
|
|
|
|
|
Name |
|
Position |
|
Number of SARs |
James Cowan |
|
President and Chief Executive Officer |
|
35,934 |
Dale C. Davies |
|
Senior Vice President, Chief Financial Officer and Treasurer |
|
15,400 |
Alan C. Lullman |
|
Senior Vice President, Sales |
|
8,898 |
These SARs will vest in three equal increments on May 9, 2012, May 9, 2013 and May 9, 2014, but
only if the amount of the Companys adjusted EBITDA, as defined in the Stock Appreciation Rights
Agreement (SARs Agreement) evidencing such award, a form of which is attached hereto, achieves a
specified target for the fiscal year preceding the applicable anniversary date. Each holder must
further remain employed by the Company through each anniversary of the grant date in order to vest
in the corresponding number of SARs. The SARs have a term of seven years.
The SARs will be settled in cash and have an exercise price of $24.45, the closing price of the
Companys common stock on the date of grant. Upon the exercise of any SAR, the Company shall pay
the holder, in cash, an amount equal to the excess of the aggregate
fair market value in respect of which the SARs are being exercised, over the aggregate exercise
price of the SARs being exercised. The SARs are subject in all respects to the terms and conditions
of the Equity Incentive Plan and the SARs Agreement evidencing the grant, which contain
non-solicitation, non-competition and confidentiality provisions.
The foregoing descriptions of the Incentive Plan and the SARs do not purport to be complete and are
qualified in their entirety by reference to the full text of the Incentive Plan and the SARs
Agreement evidencing such grants. Copies of the Incentive Plan and the form of SARs Agreement are
filed herewith as Exhibits 10.66 and 10.67, respectively, and are incorporated in their entirety
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit Number |
|
Description |
|
|
|
Exhibit 10.66
|
|
2011 Management Incentive Plan |
|
|
|
Exhibit 10.67
|
|
Form of 2011 Stock Appreciation Rights Agreement |