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[January 23, 2014]
TELEDYNE TECHNOLOGIES INC FILES (8-K) Disclosing Results of Operations and Financial Condition, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 2.02 Results of Operations and Financial Condition On January 23, 2014, Teledyne issued a press release with respect to its fourth quarter 2013 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers On January 21, 2014, the Personnel and Compensation Committee of Teledyne's Board of Directors took the following actions: (a) The Committee authorized payment of Annual Incentive Plan ("AIP") cash bonus awards to each of the Named Executive Officers identified in Teledyne's 2013 Proxy Statement with respect to the fiscal year ended December 29, 2013.
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, downward (but not upward) discretionary adjustments are allowed with respect to awards to Named Executive Officers. AIP awards are generally paid 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.
The following table sets forth the current AIP cash bonus payments for the fiscal year ended December 29, 2013, to the Named Executive Officers identified in Teledyne's 2013 Proxy Statement. The bonus awards reflect favorable 2013 operating results compared to 2012 and the 2013 business plan, the respective executive's individual performance and other factors: Name Position 2013 Bonus Robert Mehrabian Chairman, President and Chief Executive Officer $ 1,338,300 Susan L. Main Senior Vice President and Chief Financial Officer $ 275,600 Aldo Pichelli Executive Vice President $ 351,800 Rex Geveden Executive Vice President $ 293,700 Wajid Ali Vice President and Controller $ 196,100 (b) The Committee approved the 2014 goals for the Annual Incentive Plan cash bonus awards to each of Teledyne's Named Executive Officers. AIP awards for 2014 are to be based on the same financial and non-financial measures described above for the fiscal year ended December 29, 2013.
For 2014, subject to the performance measures and discretion of the Committee, as noted above, the following Named Executives Officers identified in Teledyne's 2013 Proxy Statement are eligible for a target AIP cash bonus based on the following percentage of their annual base salary: 2014 AIP Award Eligibility as a % Name Position of Base Salary Robert Mehrabian Chairman, President and Chief Executive Officer 120 % Susan L. Main Senior Vice President and Chief Financial Officer 75 % Aldo Pichelli Executive Vice President 80 % Rex Geveden Executive Vice President 60 % Wajid Ali Vice President and Controller 50 % -------------------------------------------------------------------------------- (c) The Committee established a Restricted Stock Award Program for key employees, including the Named Executive Officers currently employed by the company, under the Teledyne Technologies Incorporated Amended and Restated 2008 Incentive Award Plan. This program provides grants of restricted stock, generally each calendar year, to key employees at an aggregate fair market value equal to a specified percentage of each recipient's annual base salary as of the date of the grant, unless otherwise determined by the Committee. The percentage of base salary used to determine the amount of the grant is 100% for Dr.
Mehrabian, 60% for Mr. Pichelli, 45% for Mr. Geveden and Ms. Main, and 30% for Mr. Ali. The restrictions are subject to both a time-based and performance-based component. In general, the restricted period for each grant of restricted stock extends from the date of the grant to the third anniversary of such date, with the restrictions lapsing on the third anniversary. However, unless the Committee determines otherwise, if Teledyne fails to meet certain minimum performance goals for a multi-year performance cycle (typically three years) established by the Committee as applicable to a restricted stock award, then all of the restricted stock is forfeited. If Teledyne achieves the minimum established performance goals, but fails to attain an aggregate level of 100% of the targeted performance goals, then a portion of the restricted stock would be forfeited. The performance goal for 2014, as in previous years, is the price of Teledyne's common stock as compared to the Russell 2000 Index. In order for a participant to retain the restricted shares, Teledyne's three-year aggregate return to shareholders (as measured by Teledyne's stock price) must be at least 35% of the performance of the Russell 2000 Index for the three-year period. If Teledyne's stock performance is less than 35% of the Russell 2000 Index performance, all restricted shares would be forfeited. If it ranges from 35% to less than 100%, a portion of the restricted shares will be forfeited. If it is 100% or more than 100%, no shares are forfeited and the participant does not receive additional shares.
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit 99.1 Press Release announcing fourth quarter 2013 financial results dated January 23, 2014.
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