GRAHAM CORP (Form: 8-K, Received: 08/12/2020 16:31:46)

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

James J. Barber

Gerard T. Mazurkiewicz

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): August 11, 2020

Graham Corporation

(Exact name of Registrant as specified in its charter)


Delaware	1-8462	16-1194720
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Florence Avenue, Batavia, New York		14020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 343-2216

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	GHM	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

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

Fiscal 2021 Annual Executive Cash Bonus Program. On August 11, 2020, Graham Corporation’s (the “Company”) Compensation Committee renewed and amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for the fiscal year ending March 31, 2021 (“Fiscal 2021”). The objective of the Cash Bonus Program is to motivate the Company’s named executive officers to attain short-term objectives through an annual cash bonus related both to Company and personal performance. On August 11, 2020, the Compensation Committee set target bonus levels under the Cash Bonus Program for Fiscal 2021 at 100% attainment of both Company and personal objectives, as follows: Mr. Lines – 80% of base salary; Mr. Glajch – 50% of base salary; and Mr. Smith – 50% of base salary. Each named executive officer will be eligible to receive anywhere from 0% to 200% of his target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company’s named executive officers for Fiscal 2021 is as follows:


Named Executive Officer	Consolidated Net Income	Consolidated Bookings	Personal Goals

James R. Lines	40%	40%	20%

Jeffrey Glajch	40%	40%	20%

Alan E. Smith	40%	40%	20%

The Cash Bonus Program in effect for Fiscal 2021 is attached to this Current Report on Form 8-K as Exhibit 99.1 and the above summary of the Cash Bonus Program is qualified in its entirety by reference to such Exhibit.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on August 11, 2020, the stockholders of the Company voted on the matters described below.

The Company’s stockholders elected two directors, each for a three year term expiring in 2023 or until his successor is duly elected and qualified. The number of shares that: (i) voted for the election of each such director; (ii) withheld authority to vote for each such director; and (iii) represented broker non-votes with respect to each such director is summarized in the table below.

On an advisory basis, the Company’s stockholders approved the compensation of the Company’s named executive officers as such compensation information was disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 30, 2020, including the Compensation Discussion and Analysis, compensation tables and other related narrative disclosures included therein. The table below summarizes the number of shares that voted for, against and abstained from voting on the compensation of the Company’s named executive officers, as well as the number of shares representing broker non-votes with respect to such advisory vote.

The Company’s stockholders approved the 2020 Graham Corporation Equity Incentive Plan. The table below summarizes the number of shares that voted for, against and abstained from voting on the approval of the 2020 Graham Corporation Equity Incentive Plan, as well as the number of shares representing broker non-votes with respect to such vote.

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. The number of shares that voted for, against and abstained from voting for the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021 is summarized in the table below.


Votes For	Votes Against	Abstentions

8,730,915	140,709	19,682

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Graham Corporation Annual Executive Cash Bonus Program in effect for the fiscal year ending March 31, 2021

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.

Exhibit 99.1

GRAHAM CORPORATION

ANNUAL EXECUTIVE CASH BONUS PLAN

(As Amended and Restated Effective August 11, 2020)

Summary

The objective of this Annual Executive Cash Bonus Plan (the “Plan”) is to compensate the Chief Executive Officer and his direct reports for above-average performance through annual bonuses related to both Company and individual performance.

Eligibility and Participation

Eligible employees shall include the Chief Executive Officer and his direct reports. “Direct reports” means (a) the Vice President, Finance and Administration and Chief Financial Officer, (b) the Vice President, General Manager, (c) the Controller and Chief Accounting Officer and (d) such other employees of the Company selected by the Chief Executive Officer to participate in this plan, subject to the approval by the Compensation Committee of such participation.

Target participation levels shall be established by the Compensation Committee.

Newly hired or promoted employees are eligible for participation in the Plan upon employment unless otherwise determined by the Chief Executive Officer for direct reports and by the Compensation Committee in the case of the Chief Executive Officer.

Participants who voluntarily terminate employment or whose employment is involuntarily terminated, in each case, for any reason before the end of the fiscal year shall receive no bonus except as approved by the Compensation Committee, in its sole discretion.

Establishment and Level of Goals

Financial goals shall be approved by the Board of Directors.

The Chairman of the Compensation Committee shall approve individual goals for the Chief Executive Officer. The Chief Executive Officer shall approve individual goals for direct reports. The Chairman of the Compensation Committee or Chief Executive Officer, as applicable, shall determine the number and weighting of goals.

Payment Calculation

At the end of each fiscal year, the Compensation Committee shall determine the extent to which the applicable financial goals and individual goals have been satisfied and the corresponding goal payout factors. The Compensation Committee shall then determine each Participant’s

preliminary payout value, which shall be the Participant’s Target Participation Level multiplied by the product of each performance goal’s weighting times its payout factor. The Compensation Committee may then adjust each Participant’s preliminary payout value, either upwards or downwards, in the Compensation Committee’s sole discretion, to determine each Participant’s final payout value.

The final payout values, as determined by the Compensation Committee, will be paid to Participant’s as soon as practicable after the end of the fiscal year, but in no event later than 75 days immediately following the end of the fiscal year.

Other Considerations

Participants who change their position during the fiscal year shall receive bonus on a pro rated basis.

Special awards may be made to any person who has made an extraordinary contribution to the Company during the year. Such awards must be recommended by the Chief Executive Officer to the Chairman of the Compensation Committee and may be approved by the Compensation Committee.

Extraordinary events that either positively or negatively affect financial performance may be included or excluded in financial calculations at the discretion of the Compensation Committee.

Nothing herein shall be construed to limit or affect the normal and usual powers of management, including right to terminate any individual at any time.

The Compensation Committee shall have final and conclusive authority on the existence and administration of this plan.

In the event of death, a Participant’s designated beneficiary will be entitled to the Participant’s plan benefits. If the Participant has not designated a beneficiary, the Participant’s beneficiary or beneficiaries will be determined in accordance with the Participant’s will. If there is no will, the beneficiary or beneficiaries shall be determined by the laws of descent and distribution in the state in which the Participant was a resident at the time of death. In the event of death prior to the end of a fiscal year, the Participant will be entitled to a receive plan benefits on a pro rated basis, which shall be paid to a Participant’s designated beneficiary.

Section 409A

The Plan and the compensation payable thereunder are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance issued thereunder, and shall be administered and interpreted consistent with such intention.

ANNUAL EXECUTIVE CASH BONUS PLAN

2021 FISCAL YEAR TERMS

Target Participation Levels


Position	% Base Pay
President and Chief Executive Officer		80	%
Vice President, Finance and Administration and Chief Financial Officer		50	%
Vice President, General Manager		50	%
Controller and Chief Accounting Officer		35	%

Goal Weightings


Position	Consol. Net Income			Consol. Bookings			Personal Goals
President and Chief Executive Officer		40	%		40	%		20	%
Vice President, Finance and Administration and Chief Financial Officer		40	%		40	%		20	%
Vice President, General Manager		40	%		40	%		20	%
Controller and Chief Accounting Officer		40	%		40	%		20	%

Bookings is defined as new orders received by the Company and entered into backlog during fiscal year 2021, defined as April 1, 2020 through March 31, 2021, and shall be reduced by the impact of any backlog cancellations. The bookings calculation for bonus purposes shall be consolidated net orders for Batavia, NY, Ahmedabad, India, and Suzhou, PRC, plus new orders that may be received by a company acquired by the Company during the fiscal year. For an acquired company, only new bookings subsequent to acquisition apply.

Net Income shall be based upon fiscal year-end results.

Currency exchange rates will be calculated monthly at a fixed rate to eliminate currency fluctuations from incentive calculations.