UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
May 1, 2007
Gardner Denver, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-13215
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76-0419383 |
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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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1800 Gardner Expressway
Quincy, Illinois
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62305 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(217) 222-5400
(Registrant’s Telephone Number, Including Area Code)
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 (see General
Instruction A.2. below):
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
At the May 1, 2007 Gardner Denver, Inc. (the “Company”) Annual Stockholders Meeting, the
Company’s stockholders approved the Amended and Restated Long-Term Incentive Plan (“Incentive
Plan”). The approved Incentive Plan effected the following changes: (1) increases the number of
shares of common stock as to which awards may be granted from 8,500,000 to 10,000,000; (2) extends
the termination date of the Plan from December 31, 2008 to December 31, 2012; (3) allows
nonemployee directors to be eligible to receive options, stock appreciation rights and restricted
stock; and (4) changes the definition of fair market value to mean the closing price of a share of
common stock as reported on the composite tape for securities listed on the Stock Exchange for the
applicable day.
A copy of Incentive Plan is filed with this report as Exhibit 99.1 to this Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Amended and Restated Long-Term Incentive Plan as effective on May 1, 2007 |
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