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): May 4, 2011
Commission file number 0-21513
DXP Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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76-0509661
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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7272 Pinemont, Houston, Texas 77040
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(713) 996-4700
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(Address of principal executive offices)
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Registrant’s telephone number, including area code.
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_________________________
Registrant’s telephone number, including area code:
(713) 996-4700
_________________________
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:
[ ] 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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 4, 2011, the Compensation Committee of the Board of Directors of DXP Enterprises, Inc. (the "Company") established an equity incentive program under which David R. Little can earn an award of up to $500,000 of common stock under the 2005 Restricted Stock Plan each year for three years.
The shares will be awarded on March 31 of each year based upon the closing price on March 31. The value of each award will be determined based upon the growth in sales and net income for the preceding fiscal year. If sales and net income each increase by 20% or more for the preceding fiscal year, the value of the award will be $500,000. Growth of less than 10% in sales and net income will result in an award of zero. Growth of between 10% and 20% will result in an award between zero and $500,000. The first award under this program will be issued on March 31, 2012. This program replaces a similar three-year program which expired on March 31, 2011.
On May 4, 2011, the Compensation Committee of the Board of Directors of DXP Enterprises, Inc. (the "Company"_ modified the employment agreement dated as of June 1, 2004, between the Company and Mac McConnell to change the bonus from 0.75% of profit before income tax to the incentive bonus plan in effect for the other senior vice presidents of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
10.1 Amendment No. One to Employment Agreement dated as of June 1, 2004, between DXP Enterprises, Inc. and Mac McConnell.
10.2 David Little Equity Incentive Program
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DXP ENTERPRISES, INC.
May 9, 2011 By:
/s/Mac McConnell
Mac McConnell
Senior Vice President and
Chief Financial Officer
Exhibit 10.1
Amendment No. One to Employment Agreement dated as of June 1, 2004, between DXP Enterprises, Inc. and Mac McConnell.
WHEREAS, the Company and the Executive desire to amend said Employment Agreement pursuant to the provisions hereof.
NOW, THEREFORE, in consideration of the covenants, and agreements set out below, the parties agree as follows:
1. All terms defined in the Agreement, which are used in this First Amendment, shall have the same meaning as set forth in the agreement except as specifically changed or modified hereby.
2. Section 1.4(b) is hereby deleted in its entirety and is replaced by the following: In addition to base salary, the Executive shall be paid an incentive cash bonus each quarter. The incentive cash bonus will be calculated by multiplying the company's profit before income tax by two percentages. Profit before income tax, up to a maintenance amount ($32,132,000 for 2011), will be multiplied by a percentage. Profit before income tax above the maintenance amount will be multiplied by a higher percentage. The two percentages will be determined from a grid based upon the percentage determined by dividing profit before income tax by sales for the period. The grid for 2011 follows:
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Income Before Taxes
as a Percentage of Sales
Equal to or Greater Than
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Maintenance
Incentive
Factor
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Growth
Incentive
Factor
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0.0%
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0.00%
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0.00%
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1.0%
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0.08%
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0.26%
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1.5%
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0.12%
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0.39%
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2.0%
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0.16%
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0.52%
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2.5%
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0.20%
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0.65%
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3.0%
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0.24%
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0.78%
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3.5%
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0.28%
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0.91%
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4.0%
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0.32%
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1.04%
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4.5%
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0.36%
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1.17%
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5.0%
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0.40%
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1.30%
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5.5%
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0.44%
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1.43%
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6.0%
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0.48%
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1.56%
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6.5%
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0.52%
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1.69%
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7.0%
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0.56%
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1.82%
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7.5%
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0.60%
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1.95%
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3. Except as herein amended and modified, the Agreement shall remain in full force and effect.
EXECUTED effective the 9th day of May, 2011.
DXP ENTERPRISES, INC.
By:
/s/David R. Little
David R. Little
Title: Chairman of the Board, President and Chief Executive Officer
By:
/s/Mac McConnell
Mac McConnell
Title: Senior Vice President and Chief Financial Officer
Exhibit 10.2
David Little Equity Incentive Program
On May 4, 2011, the Compensation Committee of the Board of Directors of DXP Enterprises, Inc. (the "Company") established an equity incentive program under which David R. Little can earn an award of up to $500,000 of common stock under the 2005 Restricted Stock Plan each year for three years. Each award vests in one third increments over three years.
The shares will be awarded on March 31 of each year based upon the closing price on March 31. The value of each award will be determined based upon the growth in sales and net income for the preceding fiscal year. If sales and net income each increase by 20% or more for the preceding fiscal year, the value of the award will be $500,000. Growth of less than 10% in sales and net income will result in an award of zero. Growth of between 10% and 20% will result in an award between zero and $500,000. The first award under this program will be issued on March 31, 2012. The grid to calculate the amount of each award follows:
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Sales Growth Percentage
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Net Income Growth
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%
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< 10
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10 - 12
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>12 – 14
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>14 - 16
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>16 - 18
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>18 – 20
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>20
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<10
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0
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0
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10
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10
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15
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15
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20
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10 – 12
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0
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30
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35
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40
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45
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50
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55
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>12 – 14
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10
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35
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40
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45
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50
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60
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70
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>14 – 16
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20
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40
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45
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50
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60
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70
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80
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>16 – 18
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25
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45
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50
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60
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70
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80
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90
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>18 – 20
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25
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45
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55
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70
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80
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90
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95
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>20
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25
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45
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60
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80
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90
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95
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100
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EXECUTED effective the 9th day of May, 2011.
DXP ENTERPRISES, INC.
By:
/s/David R. Little
David R. Little
Title: Chairman of the Board, President and Chief Executive Officer
By:
/s/Mac McConnell
Mac McConnell
Title: Senior Vice President and Chief Financial Officer