8-KLeadership ChangesExhibits & Filings

ROCKWELL AUTOMATION, INC 8-K Report, Executive Changes (Feb 4, 2010)

Filed February 4, 2010For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) filed an 8-K report on February 4, 2010, detailing amendments to its 2008 Long-Term Incentives Plan (LTIP), which were approved by shareholders on February 2, 2010. The primary focus of these amendments is to enhance the equity compensation framework for employees, particularly executive officers, by increasing the number of shares available for awards and refining the terms and conditions of those awards. These changes are intended to align executive compensation with long-term company performance and shareholder interests.

Key Highlights

  • 1Shareholder approval was granted for amendments to the Rockwell Automation, Inc. 2008 Long-Term Incentives Plan (LTIP) on February 2, 2010.
  • 2The total number of common shares available for awards under the LTIP has been increased by 4 million shares.
  • 3The maximum number of shares for awards other than options and stock appreciation rights has been increased from 1.4 million to 1.8 million.
  • 4The definition of a 'change of control' has been revised to require a higher acquisition threshold (30% from 20%) for awards granted after February 2, 2010.
  • 5New triggers have been added for awards granted to executive officers, requiring specific events before awards become exercisable or restrictions lapse.
  • 6Minimum vesting periods are now imposed on most equity awards granted after February 2, 2010, with exceptions for death, disability, retirement, or change of control.
  • 7The plan clarifies provisions related to Section 409A of the Internal Revenue Code for award payouts.

Frequently Asked Questions

The amendments aim to increase the equity available for employee incentives, particularly for executive officers, and to align compensation with long-term performance and shareholder value. Key changes include increasing the share pool and refining award terms and vesting requirements.

For awards granted after February 2, 2010, the threshold for an acquisition to trigger a 'change of control' has been increased from 20% to 30% of the company's stock.

Yes, for awards granted to executive officers after February 2, 2010, new triggers have been added. These require certain specified events to occur before the awards can become exercisable, restrictions can lapse, or payouts can be made.

The amendments increase the maximum number of shares of common stock available for delivery under the plan by 4 million shares.