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): December 17,
2009
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(Exact
name of registrant as specified in its
charter)
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Ohio
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001-13337
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34-1598949
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(State of other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification
No.)
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9400
East Market Street
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Warren,
Ohio
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44484
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (330) 856-2443
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(Former
name or former address, if changed since last
report.)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
On December 17, 2009, Stoneridge, Inc.
(the “Company”) entered into an indemnification agreement with each of John C.
Corey, President and Chief Executive Officer, George E. Strickler, Executive
Vice President, Chief Financial Officer and Treasurer, Kenneth A. Kure,
Corporate Treasurer and Director of Finance, and James E. Malcolm, Director of
Global Taxation (each an “Indemnified Employee”). In order to address
potential limitations in directors and officers (“D&O”) insurance and to
induce the Indemnified Employee to continue to serve as an officer and/or
employee of the Company, the Company entered into the Indemnification Agreement
with the Indemnified Employee. In consideration of the continued
service as an officer and/or employee of the Company the Indemnification
Agreement provides that the Company will indemnify the Indemnified Employee to
the fullest extent not otherwise prohibited by the statute or other applicable
law, including without limitation indemnity against any and all costs and
expenses, in connection with any threatened, pending, or completed action, suit
or proceeding, arbitration or other alternative dispute resolution mechanism,
whether domestic or foreign, whether civil, criminal, administrative, or
investigative, to which the Indemnified Employee is or at any time becomes a
party, or is threatened to be made a party, as a result, directly or indirectly,
of serving at any time: (i) as a director, officer, employee, or agent of the
Company; or (ii) at the request of the Company as a director, officer, employee,
trustee, fiduciary, manager, member, or agent of a corporation, partnership,
trust, limited liability company, employee benefit plan, or other enterprise or
entity, whether domestic or foreign. Under the Indemnification
Agreement there is no Company indemnity obligation (i) except to the extent
that the aggregate amount of losses to be indemnified exceed the aggregate
amount of such losses for which the Indemnified Employee is actually paid or
reimbursed pursuant to D&O insurance, if any, which may be purchased and
maintained by the Company or any of its subsidiaries; (ii) on account of any
proceeding in which judgment is rendered against the Indemnified Employee for an
accounting of profits made from the purchase or sale of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of 1934, as amended; (iii) on account of the Indemnified Employee’s conduct
which is determined to have been knowingly fraudulent, deliberately dishonest,
or willful misconduct, except to the extent such indemnity is otherwise
permitted under the statute; (iv) with respect to any remuneration paid to
Indemnified Employee determined by a court having jurisdiction to have been in
violation of law; and (v) if it shall have been determined by a court having
jurisdiction that indemnification is not lawful.
Item
1.02 Termination of a
Material Definitive Agreement
On December 21, 2009, by action of the
Company’s Board of Directors, the Company terminated the Stoneridge, Inc.
Outside Directors’ Deferred Compensation Plan (“ODDCP”) and the Stoneridge, Inc.
Employees’ Deferred Compensation Plan, together with the ODDCP, the (“Deferred
Compensation Plans”). The Deferred Compensation Plans were
designed to comply with the requirements of the Internal Revenue Code of 1986,
as amended (the “Code”), including but not limited to Section 409A of the Code
and applicable regulations. The purpose of the Deferred Compensation
Plans was to allow non-employee directors and certain senior level employees, as
applicable, to defer receipt of certain compensation, keeping their financial
interests aligned with the Company and providing them with a long-term incentive
to continue providing services to the Company. However, the
participation in the Deferred Compensation Plans has been minimal and the
Company was incurring ongoing costs and administrative burdens to operate the
Deferred Compensation Plans. It was determined that the burdens of
operating the Deferred Compensation Plans outweighed the intended benefits of
the Deferred Compensation Plans and, therefore, the Deferred Compensation Plans
were terminated. Payouts of amounts deferred to participants will be
made in accordance with the Deferred Compensation Plans and applicable
provisions of the Code and regulations thereunder. There are no
penalties incurred by the Company in connection with the
terminations.
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.
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Stoneridge,
Inc.
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Date: December
22, 2009
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/s/ GEORGE E. STRICKLER
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George
E. Strickler, Executive Vice President, Chief Financial Officer
and Treasurer (Principal Financial and Accounting
Officer)
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