8-KThe WireRed Alert
Executive Change
Filed Mar 7, 2016 · 10y ago · Accession 0001174947-16-002182
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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
March 7, 2016
.
ESPEY MFG &
ELECTRONICS CORP.
(Exact name of registrant as specified
in its charter)
New York
(State or Other Jurisdiction of Incorporation)
001-04383
(Commission File Number)
14-1387171
(IRS Employer Identification No.)
233 Ballston Avenue, Saratoga Springs, New
York 12866
(Address of principal executive offices)
(518) 584-4100
(Registrant’s telephone number, including
area code)
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:
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))
1
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
The Employment Agreement dated January 6, 2015
between the Company and Patrick Enright, Jr., the Company’s President and Chief Executive Officer, has been amended to set
revised terms of the calculation of Mr. Enright’s annual incentive bonus. The amendment is effective for the current fiscal
year ending June 30, 2016 and for fiscal years thereafter.
Mr. Enright is entitled to an annual performance-based
cash bonus comprised of three elements, with the maximum amount payable not to exceed his annual base salary. The first component
is purely discretionary based upon an annual assessment determined by the Board of Directors and may not exceed $100,000. The second
component is the increase in combined sales and backlog of the Company as compared to the average of sales and backlog, at fiscal
year end, for the prior three years, multiplied by 0.5%. The third component is the increase in operating earnings as compared
to the average of operating earnings for the prior three years, multiplied by 5%.
Neither the second nor third component individually
may exceed $100,000. Since Mr. Enright’s employment with the Company commenced on February 1, 2015, for purposes of calculating
the second and third components, the fiscal 2016 results will be compared to the fiscal 2015 results only. The fiscal 2017 results
will be compared to the average of the fiscal 2015 and 2016 results and the fiscal 2018 results, and fiscal year results thereafter,
will be compared to the average of the prior three fiscal years. A special rule applies to the contribution of one specified Company
contract to the calculation of the annual bonus.
Item 9.01
Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No.
Document
10.15(a)
First Amendment to Employment Agreement with Patrick Enright, Jr. dated March 7, 2016
SIGNATURES
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: March 7, 2016
ESPEY MFG. & ELECTRONICS CORP.
By:
/s/ David O’Neil
David O’Neil
Treasurer and Principal Financial Officer
2
Filing details
- Company
- ESPEY MFG & ELECTRONICS CORP
- Ticker
- ESP
- CIK
- 33533
- Form type
- 8-K
- Filing date
- Mar 7, 2016
- Report date
- Mar 7, 2016
- Document
- form8k-15391_esp.htm
- Size
- 48 KB