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) June 17, 2010
TWIN DISC, INCORPORATED
(exact name of registrant as specified in its charter)
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WISCONSIN |
001-7635 |
39-0667110 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
1328 Racine Street Racine,
Wisconsin 53403
(Address of principal executive offices)
Registrant's telephone number, including area code: (262)638-4000
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 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)) |
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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 |
On June 17, 2010, the Compensation Committee of the Board of Directors of Twin Disc, Incorporated (the “Company”) approved increases to the annual base salaries of the Company’s executive officers, including the Company’s named executive officers, effective for payroll periods beginning the week of June 27, 2010. The
increases are intended to restore the base salaries of the Company’s executive officers to the levels they were receiving prior to across-the-board decreases in salaries that were put in place on July 1, 2009. The current annual base salaries, the new base salaries and the percentage increases in base salaries for the named executive officers are as follows:
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Name and Position |
Existing |
New Base |
Percentage |
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Base Salary |
Salary |
Increase | |
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Michael E. Batten |
$475,000 |
$546,000 |
14.95% |
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Chairman and Chief |
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Executive Officer |
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John H. Batten |
$279,000 |
$300,000 |
7.53% |
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President and Chief |
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Operating Officer |
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Christopher J. Eperjesy |
$269,000 |
$286,000 |
6.32% |
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Vice President – Finance, |
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Chief Financial Officer |
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and Treasurer |
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James E. Feiertag |
$269,000 |
$286,000 |
6.32% |
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Executive Vice President |
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H. Claude Fabry |
$217,800(1) |
$229,256(1) |
5.26% |
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Vice President |
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(1) |
A portion of Mr. Fabry’s base salary is denominated in Euro, which has been translated at the exchange rate of 1€/1.21$. |
FORWARD LOOKING STATEMENTS
The disclosures in this report on Form 8-K and in the documents incorporated herein by reference contain or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,”
“intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance
or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to
publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) 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.
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Date: June 23, 2010 |
Twin Disc, Inc. |
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/s/ THOMAS E. VALENTYN | |
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Thomas E. Valentyn | |
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General Counsel & Secretary |