UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2011
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-15295 |
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25-1843385 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation)
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| 1049 Camino Dos Rios
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91360 |
| Thousand Oaks, California
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(Zip Code) |
| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: (805) 373-4545
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
On March 28, 2011, the Personnel and Compensation Committee of Teledyne’s Board of Directors
approved the 2011 goals for the Annual Incentive Plan cash bonus awards to each of Teledyne’s Named
Executive Officers. AIP award opportunities are expressed as a percentage of a participant’s base
salary and are based on the achievement of pre-defined performance measures, with up to 200% of the
target award eligible to be paid in the case of significant over-achievement. The majority of the
award is based on Teledyne’s achievement of certain financial performance goals, with a smaller
portion tied to the achievement of pre-established individual goals. Generally, 40% of the awards
are tied to the achievement of predetermined levels of operating profit, 25% to the achievement of
predetermined levels of revenue, 15% to the achievement of predetermined levels of accounts
receivable and inventory as a percentage of revenue and 20% to the achievement of specified
individual performance objectives. These predetermined levels may vary by business unit. In
addition, a discretionary adjustment of plus or minus 20% is allowed, although aggregate upward
adjustments will not exceed 5%, unless otherwise determined by the Committee. AIP awards are
generally made from a pool of up to 11% of operating profit, subject to modification by the
Committee. No AIP bonus will be earned in any year unless operating profit is positive, after
accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in
each case to modification by the Committee.
For 2011, subject to the performance measures and discretion of the Committee, as noted above, the
following Named Executives Officers are eligible for a target AIP cash bonus based on the following
percentage of their annual base salary:
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2011 AIP Award |
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Eligibility as a % |
| Name |
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Position |
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of Base Salary |
| Robert Mehrabian |
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Chairman, President and Chief Executive Officer |
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100 |
% |
| John T. Kuelbs |
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Executive Vice President, General Counsel and Secretary |
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60 |
% |
| Dale A. Schnittjer |
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Senior Vice President and Chief Financial Officer |
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60 |
% |
| Aldo Pichelli |
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President and Chief Operating Officer,
Instrumentation, Digital Imaging and Aerospace and
Defense Electronics Segments |
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60 |
% |
| Rex D. Geveden |
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President, Engineered Systems Segment |
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60 |
% |