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): | September 3, 2009 |
Rockwell Automation, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 1-12383 | 25-1797617 |
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_____________________
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1201 South Second Street, Milwaukee, Wisconsin | 53204 | |
|
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 414-382-2000 |
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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2009, the Registrant entered into letter agreements with each of Keith D. Nosbusch and Theodore D. Crandall (the "Agreements") with respect to the reimbursement of certain compensation. The Agreements provide that if the Registrant is required to restate any financial statements for periods from and after fiscal year 2009 during which the executives serve in their respective current positions as chief executive officer and chief financial officer due to Registrant’s material noncompliance with any financial reporting requirements under the securities laws, the executives will reimburse the Registrant for any incentive- or equity- based compensation received by the executive from the Registrant during the 12 months following the public filing of such financial statements and any profits realized by the executive on the sale of Registrant securities during that 12-month period.
The foregoing description of the Agreements is not complete and is qualified in its entirety by reference to the Letter Agreements with Messrs. Nosbusch and Crandall, copies of which are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Letter Agreement dated September 3, 2009 between Registrant and Keith D. Nosbusch.
99.2 Letter Agreement dated September 3, 2009 between Registrant and Theodore D. Crandall.
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.
| Rockwell Automation, Inc. | ||||
| September 8, 2009 | By: |
/s/Douglas M. Hagerman
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| Name: Douglas M. Hagerman | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
Exhibit No.
Description
Letter Agreement dated September 3, 2009 between Registrant and Keith D. Nosbusch
Letter Agreement dated September 3, 2009 between Registrant and Theodore D. Crandall
[Rockwell Automation Letterhead] Exhibit 99.1
September 3, 2009
Keith D. Nosbusch
President & Chief Executive Officer
Rockwell Automation, Inc.
1201 South Second Street
Milwaukee, Wisconsin 53204
Dear Mr. Nosbusch:
This Letter Agreement will govern and reflect the arrangement approved by the Compensation and Management Development Committee of the Board of Directors with respect to the clawback of certain compensation arrangements and profits from the sale of securities.
If Rockwell Automation, Inc. (the “ Company ”) is required to restate any financial statements relating to periods from and after fiscal year 2009 during which you are chief executive officer of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, you hereby agree to reimburse the Company for:
| 1. | any bonus or other incentive-based or equity-based compensation received by you from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission of the financial document embodying such financial reporting requirement; and |
| 2. | any profits realized by you from the sale of securities of the Company during that 12-month period. |
You agree that the foregoing reimbursement will apply, without limitation, to any such bonus or other incentive-based or equity-based compensation or profits under any agreement you may have entered into with the Company or under any Company plan, program or arrangement.
This Letter Agreement will be governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to its conflicts of laws principles. The undersigned parties irrevocably agree that the courts of the State of Wisconsin will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Letter Agreement and any matter arising therefrom.
Please confirm your agreement with the foregoing by signing and returning the enclosed copy of this Letter Agreement. This Letter Agreement may be executed in multiple counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.
Very truly yours,
ROCKWELL AUTOMATION, INC.
By:
/s/Douglas M. Hagerman
Douglas M. Hagerman
Senior Vice President, General Counsel & Secretary
Acknowledged and Agreed:
/s/Keith D. Nosbusch
Keith D. Nosbusch
[Rockwell Automation Letterhead] Exhibit 99.2
September 3, 2009
Theodore D. Crandall
Senior Vice President & Chief Financial Officer
Rockwell Automation, Inc.
1201 South Second Street
Milwaukee, Wisconsin 53204
Dear Mr. Crandall:
This Letter Agreement will govern and reflect the arrangement approved by the Compensation and Management Development Committee of the Board of Directors with respect to the clawback of certain compensation arrangements and profits from the sale of securities.
If Rockwell Automation, Inc. (the “ Company ”) is required to restate any financial statements relating to periods from and after fiscal year 2009 during which you are chief financial officer of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, you hereby agree to reimburse the Company for:
| 1. | any bonus or other incentive-based or equity-based compensation received by you from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission of the financial document embodying such financial reporting requirement; and |
| 2. | any profits realized by you from the sale of securities of the Company during that 12-month period. |
You agree that the foregoing reimbursement will apply, without limitation, to any such bonus or other incentive-based or equity-based compensation or profits under any agreement you may have entered into with the Company or under any Company plan, program or arrangement.
This Letter Agreement will be governed by, and construed in accordance with, the laws of the State of Wisconsin, without regard to its conflicts of laws principles. The undersigned parties irrevocably agree that the courts of the State of Wisconsin will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this Letter Agreement and any matter arising therefrom.
Please confirm your agreement with the foregoing by signing and returning the enclosed copy of this Letter Agreement. This Letter Agreement may be executed in multiple counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.
| Very truly yours, |
ROCKWELL AUTOMATION, INC.
By:
/s/Douglas M. Hagerman
Douglas M. Hagerman
Senior Vice President, General Counsel & Secretary
Acknowledged and Agreed:
/s/Theodore D. Crandall
Theodore D. Crandall