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ESE > SEC Filings for ESE > Form 8-K on 12-Nov-2013All Recent SEC Filings

Show all filings for ESCO TECHNOLOGIES INC



Results of Operations and Financial Condition, Change in Directors or Princ

Item 2.02 Results of Operations and Financial Condition

On November 11, 2013, the Registrant issued a press release reporting its results from continuing operations for the fourth quarter and fiscal year ended September 30, 2013. The press release is furnished herewith as Exhibit 99.1. The press release is also posted on the Registrant's web site located at http://www.escotechnologies.comand can be viewed through the "Investor Relations" page of the web site under the tab "Press Releases," although the Registrant reserves the right to discontinue that availability at any time.

On November 11, 2013, at 4:00 p.m. Central Time, the Registrant conducted a Webcast conference call related to that press release. A full transcript of the conference call is furnished herewith as Exhibit 99.2.

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

Fiscal Year 2014 Bonus Criteria for Executive Officers

On November 8, 2013, the Human Resources and Compensation Committee (the "Committee") of the Registrant's Board of Directors approved the performance criteria for determining the fiscal 2014 non-equity incentive compensation for its executive officers, in relation to the previously-approved fiscal 2014 bonus targets of $525,000 for V.L. Richey, Jr. (40% of fiscal 2014 target total cash compensation), $319,000 for G.E. Muenster (38% of fiscal 2014 target total cash compensation) and $153,200 for A.S. Barclay (33% of fiscal 2014 target total cash compensation).

The Company has two non-equity incentive compensation plans: (i) the Incentive Compensation Plan (the "ICP") and (ii) the Performance Compensation Plan for Executive Officers (the "PCP"), and in recent years each executive officer's bonus target had been equally divided between the PCP and the ICP. However, for fiscal 2014 the Committee determined to allocate 100% of the executive officers' bonus opportunity to the ICP, and none to the PCP; and to establish earnings per share ("EPS") as the single criterion for measuring performance. The bonus target multiplier under the ICP for fiscal 2014 ranges from 0.0 to 2.0 times the bonus target based on a matrix specifying particular EPS thresholds.

The actual amounts of the executive officers' fiscal 2014 bonuses will vary from their respective bonus targets depending on the extent to which the Company's actual fiscal 2014 EPS exceeds or falls below the thresholds set forth in the EPS matrix.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.   Description of Exhibit
99.1          Press Release dated November 11, 2013
99.2          Transcript of conference call held November 11, 2013 at 4:00 p.m.
              Central Time

Other Matters

The information in this report furnished pursuant to Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 as amended ("Exchange Act") or otherwise subject to the liabilities of that section, unless the Registrant incorporates it by reference into a filing under the Securities Act of 1933 as amended or the Exchange Act.

References to the Registrant's web site address are included in this Form 8-K and the press release only as inactive textual references, and the Registrant does not intend them to be active links to its web site. Information contained on the Registrant's web site does not constitute part of this Form 8-K or the press release.

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