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ASEI > SEC Filings for ASEI > Form 8-K on 4-Apr-2013All Recent SEC Filings

Show all filings for AMERICAN SCIENCE & ENGINEERING, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Stateme

ITEM 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2013, the board of directors (the "Board") of American Science and Engineering, Inc. (the "Company") increased the number of directors of the Company from eight to nine and unanimously elected Jennifer L. Vogel to fill the vacancy, effective as of April 8, 2013. Ms. Vogel will serve until the next annual meeting of stockholders, at which time the Board intends to nominate her for election to the Board by the Company's stockholders. The Board has not yet determined on which Board committees, if any, Ms. Vogel will serve.

As a member of the Board, Ms. Vogel will receive an annual cash retainer of $33,000, paid quarterly in advance, and a fixed value ($110,000) restricted stock award granted annually on the date of the annual meeting of stockholders and which vests in equal monthly increments over a one-year period.

There is no arrangement or understanding between Ms. Vogel and any other person with respect to Ms. Vogel's election to the Board and there are no related party transactions between Ms. Vogel and the Company that would require disclosure under Item 404(a) of Regulation S-K.

As previously reported on Current Form 8-K filed on March 15, 2013, the Board on March 13, 2013 appointed Charles P. Dougherty, the Company's new President and Chief Executive officer, to the Board, effective April 8, 2013. The Board also accepted the retirement of Anthony R. Fabiano, Mr. Dougherty's predecessor, from the Board, effective March 31, 2013.

A copy of the press release announcing Ms. Vogel's election to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.


(d) Exhibits

Number                                   Description
99.1        Press Release of American Science and Engineering, Inc. dated
            April 4, 2013 announcing the election of Jennifer L. Vogel to the
            Board of Directors of the Company.

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