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): May 28, 2008
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-09764
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11-2534306 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
1101 Pennsylvania Avenue, N.W., Suite 1010
Washington, D.C. 20004
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (202) 393-1101
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):
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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)) |
TABLE OF CONTENTS
Item 5.02. Departure of Certain Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2008, Dr. Sidney Harman, the non-executive Chairman of the Board of Directors (the
“Board”) of Harman International Industries, Incorporated (the “Company”) advised the Board that he
intended to retire as non-executive Chairman effective June 30, 2008 and not stand for re-election
to the Board at the Company’s next annual meeting of stockholders. In connection with Dr. Harman’s
retirement, the Company has announced that Dinesh Paliwal, the Company’s Chief Executive Officer,
will become Chairman of the Board effective June 30, 2008.
The Company and Dr. Harman have entered into a letter agreement dated May 28, 2008 (the
“Agreement”) memorializing their discussions related to his retirement. Pursuant to the Agreement,
Dr. Harman has resigned as non-executive Chairman effective June 30, 2008. Dr. Harman will continue
to serve as a member of the Board until the expiration of his current term at the Company’s next
annual stockholder meeting, currently anticipated to occur in the fourth calendar quarter of 2008,
at which time he will retire from the Board. Following Dr. Harman’s retirement from the Board, he
will hold the title of Founder and Chairman Emeritus of the Company.
Pursuant to the Agreement, Dr. Harman will receive a transition allowance of $150,000 per year
during the five-year period following his resignation as non-executive Chairman. Dr. Harman will
be entitled to use his Company office in Washington D.C. through December 31, 2008. Pursuant to the
Agreement, Dr. Harman has agreed to a non-solicitation and standstill covenant that will apply
through the third anniversary of his retirement from the Board.
The foregoing summary of the Agreement is qualified in its entirety by the terms of the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by this
reference.
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| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1 |
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Letter Agreement, dated May 28, 2008, between Harman
International Industries, Incorporated and Dr. Sidney Harman |