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LECO > SEC Filings for LECO > Form 8-K on 29-Jul-2013All Recent SEC Filings




Change in Directors or Principal Officers, Other Events, Financial

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

Phillip J. Mason Elected to the Company's Board of Directors

On July 26, 2013, the Board of Directors of Lincoln Electric Holdings, Inc. (the "Company") increased its size from twelve to thirteen members and elected Phillip J. Mason to fill the resulting vacancy. Mr. Mason was elected to the class that will stand for re-election at the Company's 2014 Annual Meeting of Shareholders. Mr. Mason, 63, is the retired President of the Europe, Middle East, Africa (EMEA) sector of Ecolab, Inc. Mr. Mason was appointed to the Audit and Finance Committees of the Board. A copy of the press release announcing Mr. Mason's election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Board has determined that Mr. Mason is independent under the listing standards of the Nasdaq stock market. There is no arrangement or understanding between Mr. Mason and any other persons pursuant to which Mr. Mason was elected as a director.

Upon his election, Mr. Mason received an award of 582 shares of restricted stock under the Company's 2006 Stock Plan for Non-Employee Directors. The shares of restricted stock vest in full after three years. The form of the restricted stock agreement was filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 28, 2011 and is incorporated herein by reference. Mr. Mason will receive additional compensation pursuant to the Company's non-employee director compensation program, which is described in the Company's 2013 proxy statement filed with the SEC on March 22, 2013.

The Company has entered into its standard indemnification agreement with Mr. Mason (the "Indemnification Agreement"). The form of the Indemnification Agreement is filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 29, 2012 and is incorporated herein by reference. The Indemnification Agreement supplements the indemnification coverage afforded by the Company's Amended and Restated Code of Regulations under Ohio law.

Item 8.01. Other.

On July 26, 2013, the Board of Directors of the Company authorized the Company to establish a new share repurchase program (the "New Program") under which the Company may purchase up to 15 million of the Company's common shares. The New Program is in addition to the previous 30 million share repurchase program (the "Existing Program"), which has approximately 2.1 million common shares remaining. The New Program has substantially the same terms as the Existing Program, has no expiration date and is subject to termination or modification by the Board of Directors of the Company at any time. Purchases under the New Program, if any, will be made in the open market or in such other transactions as determined by management. A copy of the press release announcing the establishment of the New Program is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release announcing the election of Phillip J. Mason to the Company's
        Board of Directors dated July 26, 2013.

99.2    Press release announcing the Company's New Share Repurchase Program dated
        July 26, 2013.

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