feb242009annualmeeting8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February 24, 2009
_______________________
CPI
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-51928
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75-3142681
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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811
Hansen Way, Palo Alto, CA
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94303-1110
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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: (650)
846-2900
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N/A
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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.):
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 (7 CFR 240.13e-4(c))))
Item
5.02(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Amendments
to the CPI International, Inc. 2006 Equity and Performance Incentive
Plan
On
February 24, 2009, at the annual meeting of stockholders of CPI International,
Inc. (the "Company"), the Company's stockholders approved amendments to the
Company's 2006 Equity and Performance Incentive Plan, as amended (the
"Plan"). The amendments increase by 1,400,000 the maximum number of
shares of the Company's common stock, par value $0.01 per share, that may be
issued or subject to awards under the Plan, and provide that future
share-based awards (other than option and stock appreciation right awards) made
under the Plan will count as two shares for purposes of determining whether the
cap on the total number of shares issuable under the Plan has been
exceeded.
The
foregoing description of the amendments to the Plan does not purport to be a
complete description of amendments to the Plan and is qualified in its entirety
by reference to the full text of the Plan reflecting all amendments to date, a
copy of which is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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2006
Equity and Performance Incentive Plan (Reflecting December 7, 2006,
December 9, 2008 and February 24, 2009
Amendments)
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SIGNATURE
Pursuant
to the requirements of Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
CPI
INTERNATIONAL, INC.
(Registrant)
Date:
February 24,
2009 By: /s/ Joel A.
Littman
Joel A. Littman
Chief Financial
Officer