UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Senior Executive Short-Term Incentive Plan for Fiscal Year 2024
On March 21, 2023, the Compensation Committee of our Board of Directors established the performance criterion and goals for, and target amounts payable under, our Senior Executive Short-Term Incentive Plan, as amended by its determinations for fiscal year 2024 (the “STIP”), for Gregory Woods, our President and Chief Executive Officer, David Smith, our Vice President, Chief Financial Officer and Treasurer, and Michael Natalizia, our Chief Technology Officer and Vice President of Strategic Technical Alliances. We refer to Messrs. Woods, Smith and Natalizia collectively as the participants.
The following table sets forth, for each of the participants, the percentage of base salary (the “Target Award Percentage”) that will constitute the participant’s aggregate target award under the STIP for fiscal year 2024.
| Name |
Target Award Percentage for Fiscal Year 2024 |
|||
| Gregory Woods |
80 | % | ||
| David Smith |
45 | % | ||
| Michael Natalizia |
35 | % | ||
The amounts payable under the STIP for fiscal year 2024 to each of the participants are based on the achievement of corporate performance goals related to our fiscal year 2024 adjusted EBITDA.
The bonus earned by each participant under the STIP for fiscal year 2024 will be calculated as follows:
| • | No bonus will be paid unless our fiscal year 2024 adjusted EBITDA exceeds a threshold established by the Compensation Committee. If our fiscal year 2024 adjusted EBITDA equals the adjusted EBITDA target established by the Compensation Committee, 100% of the target bonus will be paid. If our fiscal year 2024 adjusted EBITDA falls between the threshold and the target, the bonus amount will be determined through linear interpolation. An incremental bonus of up to 100% of each participant’s total STIP target bonus will be paid if our fiscal year 2024 adjusted EBITDA falls between the adjusted EBITDA target and an enhanced target established by the Compensation Committee. If our fiscal year 2024 adjusted EBITDA falls between the target and the enhanced target, the bonus amount will be determined through linear interpolation. No further bonus will be paid for exceeding the enhanced target. |
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For purposes of the STIP, adjusted EBITDA shall be our net income (loss) determined in accordance with United States generally accepted accounting principles, adjusted to exclude interest income (expense), depreciation and amortization, income tax expense (provision), share-based compensation and such other items as may be approved by the Compensation Committee.
All payments and awards will be subject to the other provisions and limitations of the STIP, including:
| • | Aggregate annual awards under the STIP may not exceed 15% of our consolidated operating income for the applicable fiscal year, determined without deduction for the payment of awards under the STIP. |
| • | Aggregate awards earned must be fully accounted for when determining whether a performance goal based upon adjusted EBITDA has been achieved. |
Item 8.01 Other Items.
On March 21, 2023, our Board of Directors fixed June 6, 2023 as the date of our 2023 Annual Meeting. The record date for the Annual Meeting will be April 10, 2023. Further details regarding the Annual Meeting will appear in our 2023 proxy statement.
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SIGNATURE
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.
| ASTRONOVA, INC. | ||||||
| Dated: March 27, 2023 | By: | /s/ Gregory A. Woods | ||||
| Gregory A. Woods | ||||||
| President and Chief Executive Officer | ||||||
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