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NGA > SEC Filings for NGA > Form 8-K on 31-Jul-2009All Recent SEC Filings

Show all filings for NORTH AMERICAN GALVANIZING & COATINGS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NORTH AMERICAN GALVANIZING & COATINGS INC


31-Jul-2009

Change in Directors or Principal Officers, Regulation F


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 29, 2009, the shareholders of North American Galvanizing & Coatings, Inc. adopted the 2009 Incentive Stock Plan. The terms of the plan were set forth in the Company's proxy statement filed with the Securities and Exchange Commission on June 16, 2009. The portion of the proxy statement describing the terms of the plan are attached hereto as an Exhibit 20.00 and incorporated herein by reference.



ITEM 7.01 REGULATION FD DISCLOSURE

On July 29, 2009, following the shareholder meeting at which the plan was approved, the Board of Director's Compensation Committee of North American Galvanizing & Coatings, Inc. approved an amendment to the 2009 Incentive Stock Plan.

The amendment to the 2009 Incentive Stock Plan changes the percentage that each director is required to defer in fees each calendar year from a minimum of 50% to a minimum of 100%. The deferred fees will be converted into stock unit grants at the average of the fair market value for a share of stock for the 10 trading days before the date the director fees otherwise would have been payable in cash.

The Compensation Committee also recommended to the Board of Directors an increase in the annual fee for outside directors from $35,000 to $50,000. The last time the fee was increased was in 2006. The Board of Directors approved the recommended increase.

The President and CEO, as a management director, receives no additional cash compensation for his service as a director. The management director is required to participate in the deferral program and the amendment described above applies to his participation as well.

The furnishing of this information shall not be deemed an admission as to the materiality of the information included in this Current Report. This information is not filed but is furnished pursuant to Regulation FD.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

20.00 Excerpt from proxy statement summarizing terms of the 2009 Incentive Stock Plan

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