Current Report Filing (8-k)
21 Décembre 2022 - 11:01PM
Edgar (US Regulatory)
0000089140
false
0000089140
2022-12-19
2022-12-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 19, 2022
Servotronics, Inc.
(Exact name of registrant as specified in its charter.)
Commission File Number: 001-07109
Delaware |
16-0837866 |
(State or other jurisdiction |
(IRS Employer |
of incorporation) |
Identification No.) |
1110 Maple Street
Elma, New York 14059-0300
(Address of principal executive offices,
including zip code)
(716) 655-5990
(Registrant's telephone number, including area
code)
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b)
of the Exchange Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Common stock |
|
SVT |
|
NYSE American |
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:
|
¨ |
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)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
2022 Long-Term Equity Award
On December 19, 2022, the Compensation Committee
(the “Committee”) of the Board of Directors of Servotronics, Inc. (the “Company”) awarded 14,546 shares of restricted
stock to William Farrell, Jr., Chief Executive Officer of the Company. As previously disclosed, Mr. Farrell’s target long-term equity
incentive compensation was set at 40% of his base salary (prorated for the partial year due to his appointment in April 2022). Recognizing
the transitional nature of Mr. Farrell’s first partial year of employment with the Company, the Committee considered various performance
goals as part of a comprehensive qualitative review of his performance and awarded him long-term equity incentive compensation equal to
approximately 170% of target. The restricted stock award was made under the Company’s 2022 Equity Incentive Plan and the restricted
stock will vest one-third on the first anniversary of the date of grant and one-third each on April 1, 2024 and 2025.
The foregoing description of the Restricted Stock
Award Agreement is qualified in its entirety by reference to the Restricted Stock Award Agreement, a form of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
2023 Executive Compensation Program
The Committee is also in the process of developing
a well-balanced compensation program for 2023. The executive officer compensation program is expected to contain three primary components:
base salary, an annual cash incentive award and long-term equity incentive awards subject to both performance-based vesting (earned over
a three-year performance period) and service-based vesting (over a three-year period), as summarized below. The performance metrics for
the annual and long-term incentive awards as well as the total compensation opportunity for each executive officer are expected to be
established by the Committee in the first quarter of 2023.
Base Salary. The base salaries for the
Company’s executive officers will be reviewed annually by the Committee and adjusted from time to time to recognize competitive
market data based on the officer’s level of responsibility, outstanding individual performance, promotions and internal equity considerations.
Annual Cash Incentive Awards. The executive
officers will also have an opportunity to earn annual incentive awards, paid in cash, designed to reward annual corporate performance
(75%) and individual performance (25%). Each year the Committee will establish a target annual incentive award opportunity for each executive
officer following a review of their individual scope of responsibilities, experience, qualifications, individual performance and contributions
to the Company. Both the corporate performance metrics and the individual goals will be aligned with the Company’s overall strategic
priorities.
The Committee expects to set the target annual
cash incentive equal to a percentage of annual base salary. If the target goal for a corporate performance metric is achieved, then the
corporate performance metric will be deemed to be earned at 100%. If the threshold or maximum goal for a performance metric is achieved,
then the corporate performance metric will be deemed to be earned at 50% or 200%, respectively. Results below threshold result in a zero
payout and achievement at levels between threshold and maximum will be determined via linear interpolation.
Long-term Equity Incentive Awards. The
executive officers will also have an opportunity to earn long-term equity incentive awards intended to provide incentives for the creation
of value and the corresponding growth of the Company’s stock price over time. The Committee will set the target for the three-year
LTIP award equal to a percentage of base salary. The Committee believes that the long-term equity incentive awards should provide an appropriate
balance between performance incentive and retention awards, accordingly, for each three-year LTIP award, 75% of the target award will
be performance-based and 25% of the target award will be service-based. If the target goal for a performance metric is achieved, then
the performance metric will be deemed to be earned at 100%. If the threshold or maximum goal for a performance metric is achieved, then
the performance metric will be deemed to be earned at 50% or 200%, respectively. Results below threshold result in a zero payout and achievement
at levels between threshold and maximum are determined via linear interpolation. The performance-based portion of the LTIP award will
vest immediately upon the Committee’s determination that the applicable performance metrics have been achieved at the end of the
performance period. The service-based portion of the LTIP award vests one-third per year over three years.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Signature(s)
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.
Date: December 21, 2022 | | |
| | |
| Servotronics, Inc. |
| | |
| By: | /s/Lisa F. Bencel, Chief Financial Officer |
| | Lisa F. Bencel |
| | Chief Financial Officer |
Servotronics (AMEX:SVT)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
Servotronics (AMEX:SVT)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024