Current Report Filing (8-k)
October 17 2016 - 3:22PM
Edgar (US Regulatory)
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): October 12, 2016
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact name of registrant as specified in charter)
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Ohio
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000-1402
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34-1860551
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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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22801 St. Clair Avenue
Cleveland, Ohio 44117
(Address of principal executive offices) (Zip Code)
(216) 481-8100
(Registrants telephone number, including area code)
Not applicable
(Former
name and 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 12, 2016, the Board of Directors of The Lincoln Electric Company (the
Board), a wholly-owned subsidiary of Lincoln Electric Holdings, Inc. (the Company), authorized a number of changes to its U.S. qualified defined benefit pension plan and the redesign of its 401(k) savings plan, to be
effective as of the dates noted further below. These changes reflect the Companys focus on providing attractive retirement benefits to its employees and aligning the workforce under a consistent retirement plan, while reducing risk and
volatility in its pension programs.
The new benefits will supplement participating employees defined benefit pensions earned through
December 31, 2016. The changes do not affect U.S. retirees, former employees with vested benefits, or current employees who retire prior to January 1, 2017.
These authorized changes include:
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FREEZING DEFINED BENEFIT PENSION PLAN
: An amendment to The Lincoln Electric Company Retirement Annuity Program (the RAP) to cease all benefit accruals under the RAP. It is expected that the amendment
to the RAP will be signed in mid-December 2016, and will be effective as of December 31, 2016 so that the accrued benefit for each RAP participant will be frozen as of December 31, 2016. The RAP currently includes approximately 1,500
domestic employees, who will fully transition to a defined contribution retirement savings plan.
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401(k) PLAN REDESIGN
: The design and preparation of an amendment and restatement of The Lincoln Electric Company Employee Savings Plan (As Amended and Restated Effective January 1, 2016), as amended (the
Savings Plan). It is expected that the amendment and restatement will be signed in mid-December 2016, and will be effective as of January 1, 2017. The amended Savings Plan will provide that eligible employees of The Lincoln Electric
Company and certain affiliated companies will be eligible to receive up to 6% of employees annual compensation in company contributions through:
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(1) matching employer contributions equal to 100% of the employees before-tax (401(k)) contributions made to the Savings Plan, but
not in excess of 3% of annual compensation; and
(2) automatic employer contributions equal to 3% of annual compensation.
These matching and automatic employer contributions will be 100% vested when made. In addition, certain employees affected by the RAP freeze
will also be eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years, up to the end of the year in which they complete 30 years of service.
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RESTORATION PLAN
: The design and preparation of The Lincoln Electric Company Restoration Plan (the Restoration Plan), an unfunded, nonqualified restoration plan. The Restoration Plan is expected to be
adopted by mid-December 2016 and be effective as of January 1, 2017. The Restoration Plan is for those employees who are eligible to participate in the new Savings Plan design that will be effective January 1, 2017, and whose compensation
for a year is expected to be in excess of the Internal Revenue Code limit on compensation (the Code Limit) that may be taken into account under the Savings Plan. The Restoration Plan will provide to such employees the benefits that could
not be provided under the Savings Plan due to the Code Limit.
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The Companys U.S. defined benefit plan is fully funded in excess of the
projected benefit obligation as of December 31, 2015. The Company does not expect these changes to have a material impact on 2016 and 2017 earnings results.
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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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LINCOLN ELECTRIC HOLDINGS, INC.
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Date: October 17, 2016
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By:
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/s/ Frederick G. Stueber
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Frederick G. Stueber
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Executive Vice President, General Counsel & Secretary
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