form8k.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
APRIL 15,
2008
Date
of Report (Date of earliest event reported)
IPG
PHOTONICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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0001-33155
(Commission
File No.)
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04-3444218
(IRS
Employer
Identification
No.)
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50
Old Webster Road
Oxford,
Massachusetts 01540
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (508) 373-1100
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02
Compensatory Arrangements of Certain Officers
The
Compensation Committee (the “Committee”) of the Board of Directors of IPG
Photonics Corporation (the “Company”) has taken the actions described below
relating to the compensation of the “named executive officers,” as such term is
defined in Item 402(a)(3) of Regulation S-K, of the Company as of
December 31, 2007.
Employees
of the Company who are at least at the level of vice president or director are
eligible to receive awards under the Company’s Executive Short-Term Incentive
Plan (the “STIP”). On April 15,
2008, the Compensation Committee identified two financial performance measures,
net sales and earnings before interest and taxes (excluding equity-based
compensation expenses), as determined under the STIP, and assigned a 50%
weighting factor to each performance measure. Upon the achievement of
the objectives for both performance measures determined by the Compensation
Committee, the Chief Executive Officer could receive a cash incentive payment
ranging from 28% (upon achievement of both minimum levels of performance) to 84%
(upon achievement of both maximum levels of performance) of base salary, and
other participants in the STIP could receive a cash incentive payment ranging
from 9% (upon achievement of both minimum levels of performance) to 56% (upon
achievement of both maximum levels of performance) of base salary. The financial
objectives were the same for all executive officers. No payments for
the financial measures would be made if the minimum objectives established by
the Compensation Committee in 2008 are not met. In addition, the
Compensation Committee approved a cash incentive payment of up to 19% for the
Chief Executive Officer and up to 13% for other executives based upon a review
of the individual performance and achievements of the respective executives in
2008. The Committee retains the ability, at its discretion, to adjust
the calculated cash incentive award for each participant and the calculation of
the performance measures.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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IPG
PHOTONICS CORPORATION
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April 16,
2008
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By:
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/s/
Timothy Mammen
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Timothy
Mammen
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Vice
President and Chief Financial Officer
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