amsc20200527_8k.htm

 


 

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 21, 2020 

 

American Superconductor Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-19672

 

04-2959321

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

114 East Main Street

Ayer, Massachusetts

 

01432

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (978) 842-3000

 

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 (see General Instruction A.2. below):

☐    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, $0.01 par value per share

 

AMSC

 

Nasdaq Global Select Market

 

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.

 

(e) Fiscal 2020 Executive Incentive Plan. On May 21, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of American Superconductor Corporation (the “Company”) and the Board of Directors of the Company approved an executive incentive plan for the Company’s fiscal year ending March 31, 2021 (“fiscal 2020”). Participants in the plan include the Company’s chief executive officer and all other current executive officers. Pursuant to the plan, each participant is designated a target cash incentive amount, expressed as a percentage of the participant’s base salary. The Committee is responsible for determining the payout under the plan to each participant except the chief executive officer. The Board of Directors of the Company determines the payout under the plan for the chief executive officer, taking into account the recommendation of the Committee.

 

The amount of the incentive award actually paid to each participant may be less than or greater than the participant’s target cash incentive, with the amount capped at 200% of the target incentive. For each participant, individual incentive awards will be determined following the end of fiscal 2020 based on the following factors and their corresponding weightings:

 

 

 

the Company’s operating cash flow for fiscal 2020 as compared to the established target – 50%

 

 

 

the Company’s revenues for fiscal 2020 as compared to the established target – 25%

 

 

 

the Company’s operating expenses for fiscal 2020 as compared to the established target – 25%

 

The following table sets forth the target cash incentive for fiscal 2020 for each current executive officer:

 

                     

Executive Officer

  

Title

  

Target Incentive
as % of
Base Salary

 

 

Target Incentive

 

Daniel P. McGahn

  

Chairman, President and Chief Executive Officer

  

 

100

%

 

$

525,000

 

John W. Kosiba, Jr.

  

Senior Vice President, Chief Financial Officer and Treasurer

  

 

55

%

 

$

178,750

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

 

10.1.

    Fiscal 2020 Executive Incentive Plan.

 

 

 

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.

 

 

                 
       

AMERICAN SUPERCONDUCTOR CORPORATION

       

Date: May 27, 2020

     

By:

 

/s/ John W. Kosiba, Jr.

               

John W. Kosiba, Jr.

Senior Vice President and Chief Financial Officer

 

 
ex_188140.htm

Exhibit 10.1

 

 

Fiscal 2020 Executive Incentive Plan. On May 21, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of American Superconductor Corporation (the “Company”) and the Board of Directors of the Company approved an executive incentive plan for the Company’s fiscal year ending March 31, 2021 (“fiscal 2020”). Participants in the plan include the Company’s chief executive officer and all other current executive officers. Pursuant to the plan, each participant is designated a target cash incentive amount, expressed as a percentage of the participant’s base salary. The Committee is responsible for determining the payout under the plan to each participant except the chief executive officer. The Board of Directors of the Company determines the payout under the plan for the chief executive officer, taking into account the recommendation of the Committee.

 

The amount of the incentive award actually paid to each participant may be less than or greater than the participant’s target cash incentive, with the amount capped at 200% of the target incentive. For each participant, individual incentive awards will be determined following the end of fiscal 2020 based on the following factors and their corresponding weightings:

 

 

 

the Company’s operating cash flow for fiscal 2020 as compared to the established target – 50%

 

 

 

the Company’s revenues for fiscal 2020 as compared to the established target – 25%

 

 

 

the Company’s operating expenses for fiscal 2020 as compared to the established target – 25%

 

The following table sets forth the target cash incentive for fiscal 2020 for each current executive officer:

 

                     

Executive Officer

  

Title

  

Target Incentive
as % of
Base Salary

 

 

Target Incentive

 

Daniel P. McGahn

  

Chairman, President and Chief Executive Officer

  

 

100

%

 

$

525,000

 

John W. Kosiba, Jr.

  

Senior Vice President, Chief Financial Officer and Treasurer

  

 

55

%

 

$

178,750