UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 18, 2009
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-34036 | 91-1650317 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 East Randolph Drive
Chicago, Illinois 60601
(Address of Principal executive offices, including Zip Code)
(312) 861-5900
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ¨ | 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(e). | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| Item 8.01. | Other Events |
On September 15, 2009, John Bean Technologies Corporation (the “Company”) announced to its employees that the Compensation Committee of the Company’s Board of Directors authorized an amendment to the John Bean Technologies Corporation Non-Qualified Savings and Investment Plan (the “Non-Qualified Savings Plan”). The amendment, which will become effective on January 1, 2010, provides for the Company to make non-elective 3% contributions with immediate vesting to all eligible employees each year.
On September 15, 2009, the Company filed a Current Report on Form 8-K (the “September 15 Report”) announcing plan amendments related to an initiative to reduce the future financial risk arising from the Company’s retirement program and provide a competitive and sustainable retirement program that allows the Company to successfully attract and retain a skilled workforce. The amendment to the Non-Qualified Savings Plan described above was effected in connection with that initiative.
The net cost reductions reported in the September 15 Report included the impact of the amendment to the Non-Qualified Savings Plan.
The executed amendment to the Non-Qualified Savings Plan is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
| Item 9.01(d). | Financial Statements and Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 | First Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan. |
SIGNATURE
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.
| JOHN BEAN TECHNOLOGIES CORPORATION | ||||
| By: |
/s/ Ronald D. Mambu |
|||
| Dated: September 18, 2009 | Name: | Ronald D. Mambu | ||
| Title: |
Vice President, Chief Financial Officer, Treasurer and Controller |
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Exhibit 10.1
FIRST AMENDMENT OF
JOHN BEAN TECHNOLOGIES CORPORATION
NON-QUALIFIED SAVINGS AND INVESTMENT PLAN
WHEREAS , John Bean Technologies Corporation (the “Company”) maintains the John Bean Technologies Corporation Non-Qualified Savings and Investment Plan (the “Plan”);
WHEREAS , the Company now deems it necessary and desirable to amend the Plan in certain respects; and
WHEREAS , this First Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE , by virtue and in exercise of the powers reserved to the Company under Section 9.1 Amendment and Termination of the Plan, the Plan is hereby amended in the following respects, effective January 1, 2010:
| 1. | Sections 2.1 and 2.2 of the Plan are hereby amended in their entireties to read as follows: |
2.1 Account . Account means a bookkeeping Account maintained by the Company for a Participant, including his or her Deferral Contributions Account, Employer Contributions Account and Nonelective Contributions Account.
2.2 Account Balance . Account Balance means the value, as of a specified date, of the Account maintained by the Company on behalf of the Participant’s Account, Deferral Contributions Account, Employer Contributions Account or Nonelective Contributions Account.
| 2. | Sections 2.19A and 2.19B are hereby added to the Plan and shall read as follows: |
2.19A Nonelective Contributions . Nonelective Contributions means the contributions credited to a Participant’s Nonelective Contributions Account maintained by the Company on behalf of the Participant pursuant to Section 5.3.
2.19B Nonelective Contributions Account . Nonelective Contributions Account means the Account maintained on behalf of a Participant by the Company to represent the amount of Nonelective Contributions credited in his or her behalf, as adjusted to account for deemed gains and losses, withdrawals and distributions.
| 3. | The “heading” for Article V of the Plan is hereby amended in its entirety to read as follows: |
Employer Contributions and Nonelective Contributions
| 4. | Sections 5.3 and 5.4 are hereby added to the Plan and shall read as follows: |
5.3 Nonelective Contributions . With respect to each Plan Year for which an employee remains an eligible employee and satisfies the conditions of Article III for such Plan Year, the Participant will be credited with a Nonelective Contribution in an amount equal to 3% of the Participant’s Excess Compensation for such Plan Year.
5.4 Nonelective Contributions Account . The Committee will establish and maintain a Nonelective Contributions Account on behalf of each Participant who is credited with Nonelective Contributions. The Nonelective Contributions Account will be a bookkeeping account maintained by the Company, and will reflect the Nonelective Contributions that have been credited to the Participant, as adjusted pursuant to Article VI to reflect deemed gains and losses, withdrawals and distributions.
| 5. | Section 6.1(a) of the Plan is hereby amended in its entirety to read as follows: |
Each Participant may designate from time to time, in the manner prescribed by the Committee, that all or a portion of his or her Deferral Contributions Account, Employer Contributions Account and Nonelective Contributions Account be deemed to be invested in one or more Permitted Investments. The Committee will establish rules governing the dates as of which amounts will be deemed to be invested in the Permitted Investments chosen by the Participant, and the time and manner in which amounts will be deemed to be transferred from one Permitted Investment to another, pursuant to a Participant’s election to change his or her deemed investments. The Committee will also establish a default Permitted Investment, in which the Deferral Contributions Account, Employer Contributions Account and Nonelective Contributions Account of a Participant who fails to make an investment election will be deemed to be invested. The Committee’s Plan investment election rules permit a Participant to transfer any or all of his or her Account from one investment option to another investment option.
| 6. | Section 6.2 of the Plan is hereby amended to add the following sentence to the end thereto and shall read as follows: |
The Company will credit all deemed Nonelective Contributions made on a Participant’s behalf to the Participant’s Nonelective Contributions Account within a reasonable period after the end of the Plan Year.
| 7. | The introductory paragraph of Section 8.1 of the Plan is hereby amended in its entirety to read as follows: |
Each Participant will at all times be fully vested in his or her deemed Deferral Contributions Account and deemed Nonelective Contributions Account. A Participant’s vested interest in his or her deemed Employer Contributions Account is determined according to the following schedule:
IN WITNESS WHEREOF , the Company has caused this amendment to be executed by a duly authorized representative this 18th day of September 2009.
| JOHN BEAN TECHNOLOGIES CORPORATION | ||
| By: |
/s/ Ronald D. Mambu |
|
| Its: | Vice President, Chief Financial Officer, | |
| Treasurer and Controller | ||