Form 8-K
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): June 8, 2011
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33710
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06-1393453 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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4567 TELEPHONE ROAD, SUITE 206
VENTURA, CALIFORNIA
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93003 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (805) 639-9458
(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)) |
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Form of Restricted Share Unit Agreement; Restricted Share Unit grants
On June 8, 2011, the Board of Directors (the Board) of Clean Diesel Technologies, Inc. (the
Company) approved a form of Restricted Share Unit Agreement under the Clean Diesel Technologies,
Inc. 1994 Incentive Plan, as amended (the Plan).
On June 8, 2011, the Board approved two grants of restricted share unit (RSU) awards under the Plan
for executive officers as well as other key employees. The following table sets out the RSU grants
made to each of the Companys current executive officers pursuant to the form of Restricted Stock
Unit Award Agreement:
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Vesting |
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Schedule of |
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Number of Shares Subject |
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Executive Officer |
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RSU Grant |
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to RSU Grant |
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Charles F. Call |
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Immediate |
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41,413 |
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Stephen J. Golden |
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Immediate |
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21,919 |
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Stephen J. Golden |
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Time-based |
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5,340 |
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Nikhil A. Mehta |
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Immediate |
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20,873 |
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Nikhil A. Mehta |
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Time-based |
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6,340 |
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David E. Shea |
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Immediate |
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6,392 |
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David E. Shea |
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Time-based |
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1,670 |
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Christopher J. Harris |
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Time-based |
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4,170 |
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Daniel K. Skelton |
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Time-based |
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1,670 |
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Under the form of Restricted Share Unit Agreement, vesting of RSU awards is determined by the
Board. For the awards indicated above as time-based, they will vest over time in accordance with
the following schedule: thirty three and one-third percent (33.3%) of the total number of RSUs vest
seven (7) business days from the grant date and each of the first and second anniversaries of the
grant date. For those awards indicated above as immediate, they will vest in full seven (7)
business days from the grant date. Issuance of the shares of Company common stock underlying the
RSUs is expected to occur on the vesting date. RSUs that have not vested at the time of the
grantees termination of service, for any or no reason, will be forfeited.
The form of Restricted Share Unit Agreement as adopted by the Board on June 8, 2011 is attached as
Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Restricted Share
Unit Agreement and related grants is qualified in its entirety by reference to Exhibit 10.1 to this
Current Report on Form 8-K as well as to the Clean Diesel Technologies, Inc. 1994 Incentive Plan,
as amended, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Clean Diesel Technologies, Inc. Management Short Term Incentive Plan
On June 8, 2011, the Board adopted the Clean Diesel Technologies, Inc. Management Short Term
Incentive Plan (the STIP). The STIP will first apply to the Companys fiscal year beginning
January 1, 2011 (i.e., fiscal 2011).
All management and professional employees are eligible to participate in the STIP upon hire with
the Company. Participation levels, business objectives and financial targets will be established
and determined by the Board upon recommendation of the Compensation and Nominating Committee of the
Board and may include an incremental pay scale that includes linear payout levels.
Plan payments are determined by the Companys senior management with approval of the Compensation
and Nominating Committee and the Board of Directors. Individual employee payment recommendations
are then submitted to the Companys Chief Executive Officer, Compensation and Nominating Committee
and Board for final approval before any payments can be made.
Bonus are to be paid out on an annual basis by the end of the second quarter of each year, so that
financial results from the previous year will have ample time to be reviewed and finalized. To be
eligible for the bonus payout, participants must remain employed by the Company on the date of the
bonus payout.
One June 8, 2011, upon recommendation by the Compensation and Nominating Committee, the Board set
specific performance goals and business target criteria pertaining to the STIP for fiscal 2011.
Senior and key managers bonus potential is based upon the Companys business objectives and
financial performance with all other participants based solely upon the Companys financial
performance. Criteria for financial performance targets include sales growth; earnings before
interest, taxes, depreciation and amortization (EBITDA); and free cash flow. The Board may adopt
additional target criteria in the future.
The foregoing summary of the Clean Diesel Technologies, Inc. STIP, does not purport to be complete
and is qualified in its entirety by reference to Exhibit 10.3 to this Current Report on Form 8-K
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Clean Diesel Technologies, Inc. Annual Meeting of Shareholders was held on June 9, 2011. At the
meeting, the shareholders voted on the following proposals:
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To elect six (6) Directors; and |
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To ratify the appointment of KPMG LLP as Clean Diesels independent registered
accounting firm for 2011. |
Set forth below, with respect to each such matter, are the number of votes cast for or against, the
number of abstentions and the number of broker non-votes.
1. To elect six (6) Directors:
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Number of Votes Cast |
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Nominee |
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For |
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Withheld |
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Broker Non-Vote |
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Charles F. Call |
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1,446,781 |
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7,916 |
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605,007 |
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Bernard H. Bud Cherry |
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1,446,829 |
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7,868 |
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605,007 |
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Alexander Hap Ellis III |
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1,446,814 |
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7,883 |
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605,007 |
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Charles R. Engles, Ph.D. |
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1,446,897 |
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7,800 |
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605,007 |
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Derek R. Gray |
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1,445,616 |
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9,081 |
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605,007 |
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Mungo Park |
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1,442,777 |
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11,920 |
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605,007 |
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2.
To ratify the appointment of KPMG LLP as Clean Diesels independent registered
accounting firm for 2011:
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Number of Votes Cast |
For |
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Against |
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Abstain |
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Broker Non-Vote |
2,051,622
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7,421
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661
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit Number |
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Description of Exhibits |
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10.1 |
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Form of Clean Diesel Technologies, Inc. Restricted Share Unit Agreement |
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10.2 |
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Clean Diesel Technologies, Inc. 1994 Incentive Plan as amended through
June 11, 2002 (incorporated by reference to Exhibit 10(d) to Clean
Diesel Technologies, Inc.s Annual Report on Form 10-K filed on March
30, 2007). |
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10.3 |
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Clean Diesel Technologies, Inc. Management Short Term Incentive Plan |
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Filed herewith |
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Indicates a management contract or compensatory plan or arrangement |
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.
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CLEAN DIESEL TECHNOLOGIES, INC.
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June 13, 2011 |
By: |
/s/ Nikhil A. Mehta
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Name: |
Nikhil A. Mehta |
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Title: |
Chief Financial Officer and Treasurer |
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