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): December 5,
2008
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
|
76-0566682
(I.R.S.
Employer
Identification
No.)
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1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Periodic Restricted Share
Awards
On December 5, 2008, the Compensation
Committee (“Committee”) of the Board of Directors (“Board”) of ICO, Inc. (the
“Company”) approved periodic awards, described below, of restricted shares of
the Company’s common stock (“Restricted Shares”), to the executive officers of
the Company named below (other than the Chief Executive Officer, A. John Knapp,
Jr.), pursuant to the terms of the Company’s 2007 Equity Incentive Plan, as
amended (the “Plan”), and award agreements to be executed by the executive
officers. On December 8, 2008, the Board approved the periodic award,
described below, of Restricted Shares to Mr. Knapp, pursuant to the terms of the
Plan and an award agreement to be executed by Mr. Knapp.
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A.
John Knapp Jr. (Chief Executive Officer & President, ICO,
Inc.):
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30,000
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Restricted
Shares
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Derek
R. Bristow (President - ICO Europe):
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36,000
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Restricted
Shares
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Stephen
E. Barkmann (President - Bayshore Industrial):
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34,000
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Restricted
Shares
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Donald
Eric Parsons (President - ICO Polymers North America):
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20,000
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Restricted
Shares
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Bradley
T. Leuschner (Chief Financial Officer & Treasurer, ICO,
Inc.):
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8,000
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Restricted
Shares
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All of the above-described awards are
subject to the following terms:
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Date
of Grant:
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December
15, 2008.
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Vesting
Date:
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December
15, 2011 (the third anniversary of the Date of Grant).
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Forfeiture:
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The
Restricted Shares are subject to forfeiture in the event that the
executive officer’s employment with the Company terminates prior to the
end of the three-year vesting period (except in the event of death of the
executive officer or other very limited circumstances described in the
Plan as interpreted by the Committee, in which case, the Restricted Shares
will vest immediately).
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Fiscal Year 2008 Cash
Bonuses and Offer to Cancel and Replace with Restricted
Shares
On December 5, 2008, the Committee
approved cash bonus awards to the above-named executive officers (other than Mr.
Knapp) pursuant to the respective fiscal year 2008 (“FY 2008”) Annual Incentive
Bonus Plan Matrices applicable to each of them (filed as Exhibits 10.1 and 10.2
to Form 8-K filed on January 23, 2008). On December 8, 2008, the
Board approved the FY 2008 cash bonus award to Mr. Knapp pursuant to the formula
set forth in Mr. Knapp’s employment agreement, as amended (filed as Exhibit 10.1
to Form 8-K filed on January 29, 2008). The Committee (with regard to
all executive officers other than Mr. Knapp) and the Board (with regard to Mr.
Knapp) also approved offering each of the executive officers the option to
cancel all or a portion of their FY 2008 cash bonuses in exchange for an award
of Restricted Shares pursuant to the terms of the Plan and award agreement to be
executed by the executive officer, with the following terms:
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Number
of Shares:
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The
number of shares of ICO, Inc. common stock having a Fair Market Value (as
defined in the Plan) on the Date of Grant that is equal in value to the
cash bonus award cancelled.
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Date
of Grant:
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December
15, 2008.
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Vesting
Date:
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December
15, 2011 (the third anniversary of the Date of Grant).
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Forfeiture:
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The
Restricted Shares are subject to forfeiture in the event that the
executive officer’s employment with the Company terminates prior to the
end of the three-year vesting period (except in the event of death of the
executive officer or other very limited circumstances described in the
Plan as interpreted by the Committee, in which case, the Restricted Shares
will vest immediately).
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Fiscal Year 2009 Cash Bonus
Formula for CEO
On
December 8, 2008, the Board also approved a discretionary cash bonus formula for
the Company’s President and Chief Executive Officer, A. John Knapp, Jr., for the
fiscal year ending September 30, 2009 (“FY 2009”), calculated as
follows:
Formula
for calculating the FY 2009 Annual Incentive Bonus for CEO, A. John Knapp,
Jr.:
The sum
of the Annual Incentive Bonuses paid to the Company’s other six
Executive
Leadership Team (“ELT”) members based on FY 2009 performance,
in
accordance with their respective FY 2009 Annual Incentive Bonus
Plans
divided
by:
The sum
of the FY 2009 Base Salaries of Company’s other six ELT members
multiplied
by:
Mr.
Knapp’s FY 2009 Annual Base Salary ($250,000)
For the
purpose of the above formula, “the other six ELT members” are (1) Donald Eric
Parsons, President – ICO Polymers North America; (2) Stephen E. Barkmann,
President – Bayshore Industrial; (3) Derek R. Bristow, President - ICO Europe;
(4) ___________,* President – ICO Asia Pacific*; (5) Bradley T. Leuschner, Chief
Financial Officer & Treasurer; and (6) Charlotte Fischer Ewart, General
Counsel & Secretary.
*Due to
the vacancy in the position of President - ICO Asia Pacific, the calculation of
the President - ICO Asia Pacific bonus for the purpose of this formula will be
based on performance of the Asia Pacific segment during FY 2009 against the
metrics set out in the FY 2009 Annual Incentive Bonus Plans applicable to the
Group Presidents, with the subjective component at the Board’s discretion, as if
there is a President in the position all year who earns a base salary of US
$250,000.
The FY 2009 Annual Incentive Bonus
Plans applicable to the other six ELT members have not yet, as of the date of
this Form 8-K, been finalized by the Compensation Committee, but are expected to
be similar in structure to the FY 2008 Annual Incentive Bonus Plans applicable
to executive officers referenced above (filed as Exhibits 10.1 and 10.2 to Form
8-K filed on January 23, 2008).
Item
8.01 Other
Events
Changes to Board Committee
Composition
On December 8, 2008, to be effective on
the same day, the Board approved the following changes to the composition of the
standing committees of the Board: (i) Eugene R. Allspach shall serve on the
Compensation Committee and the Governance & Nominating Committee; and (ii)
Warren W. Wilder shall no longer serve on the Compensation
Committee. Except as described in this paragraph, there are no
changes to the composition of the standing committees of the Board.
Item
9.01 Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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10.1
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Restricted
Stock Agreement (the Company’s standard form for grants of Restricted
Shares to employees pursuant to the Company’s 2007 Equity Incentive Plan,
as amended ).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ICO,
INC.
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Date:
December 11, 2008
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By:
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/s/
Bradley T. Leuschner
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Name:
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Bradley
T. Leuschner
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Title:
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Chief
Financial Officer and Treasurer
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