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):  July 1, 2016

LSI INDUSTRIES INC.
(Exact name of Registrant as specified in its Charter)


Ohio
 
0-13375
 
31-0888951
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
 
(IRS Employer Identification No.)

10000 Alliance Road, Cincinnati, Ohio
 
45242
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's telephone number, including area code
 
(513) 793-3200


(Former name or former address, if changed since last report.)

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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Section 5 – Corporate Governance and Management
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 1, 2016 the Compensation Committee (the " Committee ") of the Board of Directors of LSI Industries Inc. (the " Company ") adopted the LSI Industries Inc. Long Term Incentive Plan for Named Executive Officers -- FY2017 (the " 2017 LTIP "). The 2017 LTIP provides for the issuance of share-based awards to named executive officers of the Company pursuant to the LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 19, 2015 (the " 2012 Stock Incentive Plan "). Pursuant to the 2017 LTIP effective July 1, 2016, the Committee awarded to executive officers service-based stock options, service-based restricted stock units (" RSUs ") and performance-based stock options as follows:

Named Executive Officer
Service-Based
Stock Options
RSUs
Performance-Based Stock Options
Dennis W. Wells
60,000
11,700
60,000
Ronald S. Stowell
40,000
6,000
50,000
Jeff A. Croskey
30,000
6,000
50,000
Shawn M. Toney
30,000
6,000
50,000
Andrew J. Foerster
30,000
5,500
40,000

The service-based stock options and RSUs vest ratably over a four year time period. The performance-based stock options vest based upon the attainment of the Company's adjusted operating income goals established for the 2017 fiscal year in 33.33% increments. Assuming the Company's adjusted operating income goal for fiscal 2017 is achieved, the first 33.33% will vest after the end of the 2017 fiscal year; the second 33.33% will vest after the end of the 2018 fiscal year; and the third 33.33% will vest after the end of the 2019 fiscal year. The service-based stock options and performance-based stock options each have a ten year exercise term. The above summary description of the 2017 LTIP is qualified in its entirety by the full 2017 LTIP filed as an exhibit herewith and incorporated herein by reference.
Also effective July 1, 2016, the Committee  adopted the LSI Industries Inc. Short Term Incentive Plan for Named Executive Officers -- FY2017 (the " 2017 STIP "). The 2017 STIP provides for the payment of cash bonuses to named executive officers of the Company if certain sales and operating income goals are met.  A graduated scale of bonus potential stated as a percentage of base salary is identified  at indicated levels of achievement of key performance indicators.   The above summary description of the 2017 STIP is qualified in its entirety by the full 2017 STIP filed as an exhibit herewith and incorporated herein by reference.
 
Item 9.01. – Financial Statements and Exhibits .
(d)   The following have been filed as exhibits to this Form 8-K:
      Exhibit Number
                                     Description
10.1
LSI Industries Inc. Long Term Incentive Plan for Named Executive Officers -- FY2017
10.2
LSI Industries Inc. Short Term Incentive Plan for Named Executive Officers -- FY2017



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
   
LSI INDUSTRIES INC.
     
   
BY: /s/ Ronald S. Stowell
   
Ronald S. Stowell
   
Vice President, Chief Financial Officer and Treasurer
   
(Principal Financial and Accounting Officer)
July 5, 2016
   

 
EXHIBIT 10.1










LSI INDUSTRIES INC.
LONG TERM INCENTIVE PLAN (LTIP)
FOR NAMED EXECUTIVE OFFICERS
FY 2017













Document Date: July 1, 2016







LSI INDUSTRIES INC.
LONG TERM INCENTIVE PLAN (LTIP) FOR NEOs --  FY 2017
July 1, 2016
The LSI Long Term Incentive Plan (LTIP) for Named Executive Officers for FY 2017 contemplates three types of share-based awards.  The LSI Industries Inc. Amended and Restated 2012 Stock Incentive Plan, as of November 19, 2015 authorizes the Compensation Committee of the Board of Directors to issue these awards. All LTIP awards are granted effective July 1, 2016.
 
1.
Service –Based Stock Options – From time to time LSI issues stock options to named executive officers at the beginning of each fiscal year to motivate them to achieve the business plan resulting in higher stock prices, thereby creating value in the stock options that they have been awarded.  This arrangement will continue in FY 2017.  Stock options will be issued to all Named Executive Officers as approved by the Compensation Committee.  These stock options are service-based awards, with a ten year exercise term, four year ratable vesting period and stated and fixed exercise price set by the Compensation Committee at the date of the grant.  The exercise price will be the closing price on the day of grant, July 1, 2016.

2.
Service-Based Restricted Stock Units – In order to encourage named executive officers towards long-term employment, LSI will award between 2,000 and 11,700 restricted stock units (RSUs) to each of the Named Executive Officers. The RSUs are service-based and have a four year ratable vesting period.  The RSUs are non-voting, but shall accrue cash dividends at the same per share rate (one RSU = one LSI common share) as those cash dividends are declared and paid on LSI common shares.  The payout when vested will be in LSI common shares.  Vested RSUs are subject to a one year holding period.

3.
Performance-Based Stock Options – In order to align named executive officer incentives with shareholders' interests, and to encourage named executive officers towards long term employment, LSI will grant them performance-based stock options. These options will vest based upon the attainment of the Adjusted Operating Income goals set for fiscal 2017 in 33.33% increments.  The first 33.33% will vest at the end of fiscal 2017 assuming the planned Adjusted Operating Income is achieved.  The second 33.33% will vest at the end of fiscal 2018 and the third 33.33% will vest at the end of fiscal 2019.  The exercise price will be the closing price on the day of grant, July 1, 2016.  The Operating Income goal and the vesting schedule are set forth below.
 
FY 2017 Plan
 
Operating Income Goal
 
as a % of Planned Net Sales
5.8%
   
Grant Date
July 1, 2016
33.33% Vesting Date
June 30, 2017
33.33% Vesting Date
June 30, 2018
33.33% Vesting Date
June 30, 2019
 
Partial Awards will be vested based upon the following goal attainment schedule
95-100% attainment
100% vesting
90-94%   attainment
90% vesting
85-89%   attainment
80% vesting


The following rules govern the three types of share-based awards contemplated by this LTIP.
 
a.
This LTIP is a pay-for-performance plan designed to incentivize Named Executive Officers to lead LSI towards the achievement of superior operating results and to maintain long-term employment with LSI.

b.
This LTIP covers only Named Executive Officers as identified by the Compensation Committee.

c.
This LTIP has been approved by the Compensation Committee.

d.
Determination of achievement of LSI's Adjusted Operating Income will be calculated based upon actual reported results with adjustments for certain unusual or non-recurring items as approved by the Compensation Committee.

e.
Each Named Executive Officer qualified for this LTIP must be employed at LSI on the vesting dates in order to exercise the stated award.  Vesting will also be in accordance with "retirement eligibility" rules as defined in the 2012 Stock Incentive Plan.

f.
Any type of lengthy leave of absence may result in an adjustment of the calculated award.  Leaves of absence include time away from work for reasons of short term disability, FMLA leave, military leave, or other leave of absence.

g.
Named Executive Officers who retire during the plan period at normal retirement age or under an LSI approved plan of retirement may receive a pro-rated award based upon the actual amount of base salary received in the plan period, subject to the terms and conditions of the 2012 Stock Incentive Plan.

h.
If a Named Executive Officer becomes disabled (as defined by Social Security) or dies during the plan period, his beneficiary may be considered for an adjusted award, subject to the terms and conditions of the 2012 Stock Incentive Plan.

i.
Some incentive awards are subject to assignment laws and other laws that require payment to someone other than the employee (IRS tax levies, child support arrearages, etc.).  LSI will comply with all applicable assignment laws.

j.
Except as may be otherwise determined by the Compensation Committee, the Adjusted Operating Income goal in this LTIP shall exclude the positive and negative effects of extraordinary developments, such as acquisitions, as disclosed in LSI's Form 10-K.

k.
LSI reserves the right to amend, reduce, modify, interpret or discontinue all or part of it with or without reason as the Compensation Committee deems advisable, subject to the terms and conditions of the 2012 Stock Incentive Plan.

l.
This LTIP does not create or imply the existence of a contract of employment.

m.
In the event LSI is required to prepare an accounting restatement due to the material noncompliance of LSI with any financial reporting requirement under the federal securities laws, the Compensation Committee shall require reimbursement to LSI of any performance-based awards granted hereunder where: (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of LSI financial statements filed with the SEC; (ii) the Compensation Committee determines the officer engaged in intentional misconduct that caused or substantially caused the need for the accounting restatement; and (iii) a lower payment would have been made to such officer based upon the restated financial results. In each such instance, LSI will, to the extent practicable, seek to recover from the officer the amount by which any performance-based awards paid to such officer for the relevant period exceeded the lower payment that would have been made based on the restated financial results. This compensation recovery policy applies to financial statements for periods ending after June 30, 2016.

n.
In the event and to the extent LSI common shares are issued pursuant to awards granted under this LTIP, the Named Executive Officers who receive such LSI common shares are required to retain for one year 100% of net after tax shares received upon exercise of the stock options or vesting of RSUs, as the case may be.
 
EXHIBIT 10.2
 











LSI INDUSTRIES INC.
SHORT TERM INCENTIVE PLAN (STIP)
FOR NAMED EXECUTIVE OFFICERS
FY 2017















Document date: July 1, 2016







           LSI INDUSTRIES INC.
SHORT TERM INCENTIVE PLAN  FOR NEOs --  FY 2017
July 1, 2016
 
The Short Term Incentive Plan (STIP) for Named Executive Officers (NEOs) for Fiscal 2017 is designed to incentivize NEOs towards the attainment the 2017 Business Plan goals for sales and operating income. This STIP has been approved by the Compensation Committee of the LSI Board of Directors and provides for cash incentive awards to be paid if the stated 2017 Business Plan objectives are achieved.  There are three elements of this STIP.

1.
Bonus Potential determines the percentage payout to named executive officers based on the attainment of the FY 2017 Business Plan goals and as approved by the Compensation Committee in the table below.

75% Plan Achievement
100% Plan Achievement
130% Plan Achievement
14%
30%
60%


2.
Performance Mix determines the percentage assigned to the performance of the total company vs. the employees Business Unit.

Named Executive Officers
100% Corporate Performance


3.
Metrics determine the percentage assigned to Net Sales vs. Operating Income.  In FY 2016 the STIP was based upon attainment of the Net Sales goals (30% weighting) and Operating Income goals (70% weighting).  These metrics remain the same for FY 2017.

Metrics %
FY 2016
FY 2017
Sales
30%
30%
Operating Inc
70%
70%
Total
100%
100%



The following is provided for illustrative purposes:
Example Calculation:  Named Executive Officer
       
                 
         
Bonus
Performance
Sales / OI
Incentive
   
Plan
Actual
% of Plan
Potential
Mix
Metric
Payout
Corporate
             
Sales
 
 $500,000
 $520,000
104.0%
34.0%
100.0%
30.0%
10.20%
 
Operating Income
 $50,000
 $51,000
102.0%
32.0%
100.0%
70.0%
22.40%
                 
                 
             
Total Payout Percentage
32.60%
                 
             
Annual Base Salary
 $100,000
           
 
Bonus Payment
 $32,600

The following rules govern this STIP:

A.
This STIP covers only Named Executive Officers as identified by the Compensation Committee.

B.
This STIP will take into account LSI total results. The intent of having corporate performance as a determinant of the incentive payment is to provide motivation for named executive officers to work for the good of the whole corporation, not only for the good of a Business Unit.

C.
The Compensation Committee may make modifications of the calculated bonus award to decrease or increase a Named Executive Officer's bonus for special objectives or subjective circumstances.

D.
Determination of achievement of LSI's Sales and Operating Income will be calculated based upon actual reported fiscal 2017 results and may be adjusted for certain unusual or non-recurring items as approved by the Compensation Committee.  There will be a straight line interpolation of actual achievement as compared to the fiscal 2017 business goals when determining the actual incentive payment percentage.

E.
Incentive pay recipients must be employed at LSI on the day when incentive checks are issued for the fiscal year just recently ended.  Named Executive Officers who terminate employment on or before the August bonus payment date are not eligible for a bonus.

F.
Any type of lengthy leave of absence could result in a pro-rata reduction of the calculated award.  Leaves of absence include time away from work for reasons of short term disability, FMLA leave, military leave, or other leave of absence.

G.
Named Executive Officers who retire during the fiscal year at normal retirement age or under an LSI approved plan of retirement will be considered for a pro-rated payment based upon the actual amount of base salary received in the fiscal year.

H.
If a Named Executive Officer becomes disabled (as defined by Social Security) or dies during a fiscal year, his beneficiary will be considered for a pro-rata payment based upon the actual amount of base salary received in the fiscal year.

I.
Incentive payments are subject to assignment laws and other laws that require payment of the bonus to someone other than the named executive officer (IRS tax levies, child support arrearages, etc.).  LSI will comply with all applicable assignment laws.

J.
Except as may be otherwise determined by the Compensation Committee, the Sales and Operating Income metrics in this STIP shall exclude the positive and negative effects of extraordinary developments, such as acquisitions, as disclosed in LSI's Form 10-K.

K.
LSI reserves the right to amend, reduce, modify, interpret or discontinue all or part of this STIP with or without reason as the Compensation Committee deems advisable in its sole and absolute discretion.

L.
This STIP does not create or imply the existence of a contract of employment.

M.
The Named Executive Officer's base salary rate as of January 1, 2017 shall be used to calculate the bonus amount.