sec document
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) December 8, 2006
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SL Industries, Inc.
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(Exact name of registrant as specified in charter)
New Jersey 1-4987 21-0682685
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
520 Fellowship Road, Suite A114, Mount Laurel, New Jersey 08054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (856) 727-1500
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N/A
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(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 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 8, 2006, the Compensation Committee of the Board of
Directors of SL Industries, Inc. (the "Company") formally adopted the 2006 Bonus
Plan (the "Bonus Plan") to provide incentives to officers and members of
management of the Company and its subsidiaries, including certain of the
Company's executive officers, in the form of cash bonus payments for achieving
certain performance goals established for them. Participants in the Bonus Plan
who are executive officers of the Company include James C. Taylor, President and
Chief Executive Officer of the Company and David R. Nuzzo, Vice President and
Chief Financial Officer of the Company.
The Bonus Plan includes two components. The first component is a Short
Term Incentive Plan ("STIP"), and the second component is a Long Term Incentive
Plan ("LTIP"). The structure of the Bonus Plan is designed to provide short-term
incentives to participants for achieving annual targets, while also motivating
and rewarding eligible participants for achieving longer term growth goals.
SHORT TERM INCENTIVE PLAN. The Compensation Committee has established
two components for the STIP, a return on invested capital ("ROIC") based
component and a component based on the achievement of pre-determined individual
objectives. Based on the determination of the objectives under the two
components, the maximum percentage of base salary that may be earned by the
participants ranges from 20% to 45%. STIP bonuses earned will be paid annually.
No STIP bonus will be paid if either component is below a predetermined
threshold.
LONG TERM INCENTIVE PLAN. The LTIP component of the Bonus Plan is based
on a combination of the achievement of certain sales targets and ROIC targets
over the three fiscal years beginning in 2006. Based on the determination of
these objectives, the maximum percentage of base salary that may be earned by
the participants ranges from 10% to 55%. LTIP bonuses earned will be paid
following the conclusion of the 2008 fiscal year. A bonus payout under the LTIP
will not occur if either the ROIC or sales component is below 80% of the
respective target.
Under the Bonus Plan, the total maximum percentage of base salary that
may be earned by the President and Chief Executive Officer of the Company is
100% and the total maximum percentage of base salary that may be earned by the
Vice President and Chief Financial Officer of the Company is 50%.
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.
SL INDUSTRIES, INC.
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(Registrant)
Date: December 13, 2006
By: /s/ David R. Nuzzo
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Name: David R. Nuzzo
Title: Vice President and Chief
Financial Officer