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 3,
2009
Daktronics,
Inc.
(Exact
name of registrant as specified in its charter)
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South
Dakota
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0-23246
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46-0306862
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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Incorporation
or organization)
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File
Number)
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Identification
Number)
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201
Daktronics Drive
Brookings,
SD 57006
(Address
of principal executive office) (zip code)
(605)
692-0200
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT
240.14d-2(b))
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[
]
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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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Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(e) On
December 3, 2009, based on the recommendation of the management team of
Daktronics, Inc. (the “Company”), the Compensation Committee of the Company’s
Board of Directors recommended to the Company’s Board of Directors and the Board
approved no changes in the base salaries for the Company’s officers, including
James B. Morgan, the Chief Executive Officer, William R. Retterath, the Chief
Financial Officer, Bradley T. Wiemann and Reece A. Kurtenbach, both Vice
Presidents of the Company, and Dr. Aelred J. Kurtenbach, the Chairman of the
Board (collectively, the “Executive Officers”).
The
Compensation Committee of the Board of Directors also recommended and the Board
of Directors approved a continuation and modification of the formula-based
variable compensation plan for the Executive Officers for fiscal 2010. Under the
formula, variable compensation is zero if net income as a percentage of
beginning shareholders equity (“ROE”) is equal to or less than
10%. For an ROE of greater than 10%, variable compensation increases
linearly from zero at 10% ROE to a maximum level at an ROE of 20%. This
modification has no impact on variable compensation as compared to the prior
fiscal year if the ROE is 13% or greater. There were no changes in
the maximum levels of variable compensation for the Executive Officers. The
maximum variable compensation amount for Mr. Morgan remained at seven and
one-half months of salary; Mr. Retterath's maximum variable compensation
remained at five and one-half months of salary; Mr. R. Kurtenbach’s and Mr. B.
Wiemann’s maximum variable compensation remained at five months of salary; and
Dr. Aelred J. Kurtenbach’s maximum variable compensation remained at three
months of salary.
Also, effective December 3, 2009, the Board of Directors authorized grants of stock options to purchase shares of the Company’s common stock and grants of restricted stock units under the Company’s 2007 Stock Incentive Plan (the “Plan”) to four of the Executive Officers for the numbers of shares indicated below. Each of these new stock options vests 20% each year over five years beginning on the first anniversary of the date of grant, has a ten-year term, is subject to the terms and conditions of the Plan, and has an exercise price equal to the fair market value of the Company’s common stock as of the grant date, which was $8.65. Each of the new restricted stock units also vests 20% each year over five years beginning on the first anniversary of the date of grant and is subject to the terms and conditions of the Plan. Copies of the Plan and the forms of agreements under which these options and restricted stock units were granted are on file with the Securities and Exchange Commission as exhibits to the Company’s reports.
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Name
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Title
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Shares
Underlying
Options
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Restricted
Stock Units
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James
B. Morgan
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Chief
Executive Officer
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12,000
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2,400
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William
R. Retterath
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Chief
Financial Officer
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11,000
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2,200
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Bradley
T. Wiemann
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Vice
President
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10,500
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2,100
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Reece
A. Kurtenbach
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Vice
President
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10,500
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2,100
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SIGNATURE
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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DAKTRONICS,
INC.
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By: /s/ William R. Retterath
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William
R. Retterath, Chief Financial Officer
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(Principal
Financial Officer and Principal Accounting
Officer)
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Date: December
4, 2009