FORM 8-K
Table of Contents

 
 
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 and Exchange Act of 1934
Date of Report: May 22, 2009
(Date of earliest event reported
)
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
         
Ohio   000-5734   34-0907152
 
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
of incorporation)        
     
28925 Fountain Parkway, Solon, Ohio   44139
 
(Address of principal executive offices)   (ZIP Code)
Registrant’s telephone number, including area code: (440) 519-8700
N/A
(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))
 
 

 


TABLE OF CONTENTS

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
SIGNATURES


Table of Contents

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)   On May 22, 2009, the Company’s Board of Directors and its Compensation Committee approved fiscal year 2010 base salaries, target annual incentives, and long-term incentive awards in the form of performance share grants and stock settled stock appreciation rights for the Company’s named executive officers, pursuant to the 2006 Stock Incentive Plan that was approved by the Company’s shareholders. No increases in base salaries or target annual incentives were approved for fiscal year 2010. The following long-term incentives were awarded:
             
            Stock Settled
        Performance   Appreciation
Name   Title   Shares (1)   Rights (2)
Martin Ellis  
President and Chief Executive Officer
  77,600   78,000
Kathleen Weigand  
General Counsel, Senior Vice President of Human Resources
  23,600   23,600
Anthony Mellina  
Senior Vice President, General Manager Technology Solutions
  23,600   23,600
Kenneth Kossin  
Senior Vice President, Chief Financial Officer
  21,100   21,100
Tina Stehle  
Senior Vice President, General Manager Hospitality Solutions
  21,100   21,100
Paul Civils  
Senior Vice President, General Manager Retail Solutions
  15,700   15,700
Curtis Stout  
Vice President and Treasurer
  13,200   13,200
 
(1)   Participants were awarded a target number of performance shares at the May 22, 2009 closing price of the Company’s common shares of $6.83. The shares will become earned based on the achievement of targeted adjusted EBITDA performance during the fiscal year ending March 31, 2010. Any shares that do not become earned shares will be forfeited by the participant. The number of shares that may be earned is capped at 175% of the above share awards. The awards will vest over a period of three years as follows:
         
    % of Earned
Vesting Date   Shares Vested
Date of Form 10-K filing for the fiscal year ended March 31, 2010
    34 %
March 31, 2011
    33 %
March 31, 2012
    33 %
(2)   The Stock Settled Stock Appreciation Rights were granted on May 22, 2009, based on the closing price of the Company’s common shares on that date of $6.83. The rights will vest over a period of three years as follows:
         
    % of Earned
Vesting Date   Shares Vested
March 31, 2010
    33 %
March 31, 2011
    33 %
March 31, 2012
    34 %

 


Table of Contents

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.
         
 

AGILYSYS, INC.
 
 
  By:   /s/ Kenneth J. Kossin, Jr.    
    Kenneth J. Kossin, Jr.    
    Senior Vice President and Chief Financial Officer   
 
Date: May 29, 2009