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): January 20,
2009
____________________
ICO,
INC
.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
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76-0566682
(I.R.S.
Employer
Identification
No.)
|
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.
Approval of Fiscal Year 2009
Annual Incentive Bonus Plans of Certain Executive Officers
On
January 20, 2009, the Compensation Committee (the “Committee”) of the Board of
Directors of ICO, Inc. (the “Company”) approved the Fiscal Year 2009 Annual
Incentive Bonus Plans, filed herewith as exhibits, for the Company’s Chief
Financial Officer and Treasurer, Bradley T. Leuschner (Exhibit 10.1), and for
the current Presidents of major business units of the Company, namely: Stephen
E. Barkmann, President of the Company’s Bayshore Industrial division; Derek R.
Bristow, President of the Company’s ICO Europe division; and Donald Eric
Parsons, President of the Company’s ICO Polymers North America division (Exhibit
10.2).
Exhibit
10.2 contains references to a bonus plan for an individual in the position of
President of the Company’s Asia Pacific division; however currently this
position is vacant. The reference is included in the matrices for the
purpose of calculating the Fiscal Year 2009 cash bonus to which the Company’s
Chief Executive Officer, A. John Knapp, Jr., may be entitled, under the Fiscal
Year 2009 Cash Bonus Formula applicable to him set forth in the Company’s Form
8-K filed on December 11, 2008.
Amendment to Employment
Agreement of Derek R. Bristow
On January 20, 2009, the Committee
approved and the Company entered into an amendment (the “Amendment”) to the
Company’s employment agreement with Derek R. Bristow, President of the Company’s
ICO Europe division, to be effective on January 1, 2009. Pursuant to
the Amendment, Mr. Bristow’s a base salary shall be USD (United States Dollars)
$250,000, payable in monthly installments, in Australian currency, as more
specifically described in the Amendment. The Amendment is filed
herewith as Exhibit 10.3.
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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Fiscal
Year 2009 Annual Incentive Bonus Plan Matrix – Chief Financial
Officer
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10.2
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Fiscal
Year 2009 Annual Incentive Bonus Plan Matrix – Business Unit
Presidents
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10.3
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First
Amendment to Employment Agreement between ICO Technology, Inc. and Derek
R. Bristow, dated January 20,
2009
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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:
January 22, 2009
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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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