Ohio
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000-13375
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31-0888951
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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10000 Alliance Rd, Cincinnati, Ohio
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45242
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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LYTS
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NASDAQ Global Select Market
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging growth company □
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act □
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Mr. Caneris shall receive an annual base salary of $345,000, a signing bonus of $50,000, and relocation expense package of $50,000;
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Mr. Caneris shall be eligible to receive incentive compensation under LSI’s Short Term Incentive Plan for Fiscal Year 2020 (“2020 STIP”). At the threshold level of performance, his 2020 STIP opportunity is expected to be 25% of base salary. At the target level of performance, his
2020 STIP opportunity is expected to be 50% of base salary. At the maximum level of performance, his 2020 STIP opportunity is expected to be 100% of base salary; and
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Mr. Caneris shall receive a non-statutory stock option (the “Option”) with a term of ten years to purchase 100,000 shares of the Company’s common stock which shall vest on the third anniversary of the grant date. The effective date of grant shall be the date of Mr.
Caneris’s first day of employment with LSI and the exercise price shall be the closing price per share of the Company’s common stock on the NASDAQ Global Select Market on that same date. The Option is intended to qualify as an “inducement
grant” under NASDAQ Listing Rule 5635(c)(4) and shall not be granted pursuant to the Company’s Amended and Restated 2012 Stock Incentive Plan.
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(a)
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Financial statements of business acquired. Not applicable.
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(b)
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Pro forma financial information. Not applicable.
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(c)
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Shell company transactions. Not applicable.
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(d)
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Exhibits.
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Exhibit No
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Description
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10.1
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LSI Industries Inc. Employment Offer Letter with Thomas A. Caneris dated August 5, 2019
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99.1
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LSI Press Release dated August 5, 2019
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LSI INDUSTRIES INC.
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BY:/s/ James A. Clark
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James A. Clark
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President, Chief Executive Officer
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1.
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Base Salary; Start Date. The annual base salary for this position is $345,000. Any adjustment to base salary is subject to approval by the Compensation
Committee of the Board of Directors. We anticipate that your first day of employment with the Company will be August 5, 2019.
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2.
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Short Term Incentive Compensation. The position will be eligible to participate in the Company's Short Term Incentive Plan commencing with the Company's 2020
fiscal year (July 1, 2019 through June 30, 2020) at the "B5A Named Executive Officer" level. The FY20 STIP metrics and related performance objectives, and the determination of FY20 STIP incentive payouts, will be subject in all respects to
the review and approval of the Compensation Committee and to the terms and conditions of the FY20 STIP document which will govern all matters associated with the FY20 STIP.
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3.
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Long-Term Incentive Compensation. The Board of Directors approves the Company's Long Term Incentive Plans. Your position is eligible to participate in the LTIP,
subject to review and approval of the Compensation Committee. Your participation in the LTIP will commence with FY20 LTIP awards made in or about August 2019, subject to the discretion of the Board of Directors. At that time, you will have
the opportunity to receive equity-based awards to be issued under the Company's Amended and Restated 2012 Stock Incentive Plan (or any successor plan), pursuant to and in accordance with the terms of the LTIP document which governs all
matters associated with the LTIP. In connection with this offer of employment and as an inducement to your agreement to join the Company, the Board of Directors has approved an inducement award of stock options for the purchase of shares of
the Company's common stock on the terms and conditions as set forth in Exhibit A to this letter.
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4.
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Signing Bonus: Relocation Expense: Temporary Housing Expense. In connection with this offer of employment, the Company will pay a lump sum of $50,000 to you as
a signing bonus (the "Signing Bonus"). In addition, in connection with this offer of employment, the Company will pay a lump sum of $50,000 to you for purposes of covering all out-of-pocket expenses incurred in connection with your
relocation to the Cincinnati area, including, without limitation, expenses for temporary housing (the "Relocation Amount"). The position is based at the Company's Cincinnati headquarters and it is expected that you will perform the
duties of the position at our Cincinnati offices. The Signing Bonus and the Relocation Amount will be paid to you within thirty (30) days after the first day of your employment with the Company. In the event that the Signing Bonus and the
Relocation Amount are taxable as income under applicable federal, state or local law, the Company will not "gross-up" such payments and you shall be solely responsible for any such tax. If you voluntarily terminate your employment before
August 5, 2020, or if the Company terminates your employment for cause before August 5, 2020, then you will be obligated to repay the Signing Bonus and the Relocation Amount not later than thirty (30) days after the date of such termination
of employment. If you voluntarily terminate your employment after August 5, 2020 and prior to August 5, 2021, or if the Company terminates your employment for cause after August 5, 2020 and before August 5, 2021, then you will be obligated
to repay the Signing Bonus and Relocation Amount on a basis pro-rated from August 5, 2019 not later than thirty (30) days after the date of such termination of employment.
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5.
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LSI 401(K) Savings Plan. Employees may contribute up to 75% of salary, subject to all applicable IRS annual limits, in accordance with the terms of the
Company's 401(K) Plan. The Company currently provides a 50% matching contribution on the first 5% contributed by an employee. A summary description of the Plan will be provided.
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6.
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LSI Non-Qualified Deferred Compensation Plan. You will be eligible to participate in the LSI Deferred Compensation Plan which permits the deferral of salary and
/ or incentive compensation in accordance with the terms of the Plan. A summary description of the Plan will be provided.
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7.
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Paid time off. You will be eligible for four weeks of paid time off per fiscal year.
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8.
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Holidays. The Company has ten paid designated holidays per calendar year, which includes one floating personal holiday.
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9.
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The LSI Health Benefits Plan. LSI currently offers a preferred provider network health plan with three plan choices (High PRO, Low PRO and HDHP) from which to
select. A summary of the Company's health benefits plan will be provided.
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10.
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The LSI Dental and Vision Plans. LSI currently offers a dental plan with two plan choices (High PPO, Low PPO) from which to select, including preventative care
benefits, as well as a vision care plan, for all covered family members.
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11.
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Prescription Drug Card. Employee prescription co-payments are based upon the Health Benefits Plan choice selected.
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12.
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Flexible Spending Accounts. You may elect to establish Health Care and Dependent Care Flexible Spending Accounts under the PPO option health plan choices, or to
establish a Health Savings Account under the HDHP option choice.
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13.
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Disability Insurance. The Company covers the cost of both short-term and long-term disability insurance coverage.
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14.
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Accidental Death and Dismemberment Insurance. LSI covers the cost of accidental death and dismemberment insurance coverage.
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15.
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Basic Life Insurance. The Company covers the cost of basic term life insurance coverage up to a maximum specified benefit level.
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16.
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Dependent Life Insurance. LSI covers the cost of dependent life insurance, under which your spouse is covered for $10,000 and
your dependent children (6 months to 19 years) are covered for $5,000 each.
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17.
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Optional Insurance. You may also secure additional insurance coverage at your option and cost for term life, accidental injury and critical illness.
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/s/ Thomas A. Caneris
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Thomas A. Caneris
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