UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 23, 2007
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware
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1-15295
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25-1843385 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
| incorporation) |
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| 12333 West Olympic Boulevard |
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| Los Angeles, California
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90064-1021 |
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(Zip Code) |
Registrant’s telephone number, including area code: (310) 893-1600
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)) |
Item 2.02 Results of Operations and Financial Condition
On January 25, 2007, Teledyne Technologies Incorporated issued a press release with respect to its
fourth quarter 2006 and full year 2006 financial results. That press release is attached hereto as
Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this
Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements for Certain Officers
(a) On January 23, 2007, without amending the previously filed Second Amended and Restated
Employment Agreement dated as of January 24, 2006 between Teledyne and Dr. Robert Mehrabian,
Teledyne’s Board of Directors asked Dr. Mehrabian to continue to serve as its Chairman,
President and Chief Executive Officer through at least December 31, 2009.
(b) On January 23, 2007, the Personnel and Compensation Committee of Teledyne’s Board of Directors
took the following actions:
(1) The Committee authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to
each of Teledyne’s Named Executive Officers with respect to the fiscal year ended December
31, 2006. AIP award opportunities are expressed as a percentage of a participant’s base
salary and are based on the achievement of pre-defined performance measures, with up to
200% of the target award eligible to be paid in the case of significant over-achievement.
The majority of the award is based on Teledyne’s achievement of certain financial
performance goals, with a smaller portion tied to the achievement of pre-established
individual goals. Generally, 40% of the awards are tied to the achievement of predetermined
levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15%
to the achievement of predetermined levels of accounts receivable and inventory as a
percentage of revenue and 20% to the achievement of specified individual performance
objectives. These predetermined levels may vary by business unit. In addition, a
discretionary adjustment of plus or minus 20% is allowed, although aggregate upward
adjustments will not exceed 5%. AIP awards are generally from a pool equal to 11% of
operating profit, subject to modification by the Committee. No AIP bonus will be earned in
any year unless operating profit is positive, after accruing for bonus payments, and
operating profit, subject in each case to modification by the Committee.
The following table sets forth the current AIP cash bonus payments for the year ended
December 31, 2006, to Teledyne’s Named Executive Officers. The bonus awards reflect
favorable 2006 operating results over 2005 operating results, the respective executive’s
performance and other factors, including the exercise of discretion by the Committee:
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| Name |
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Position |
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2006 Bonus |
Robert Mehrabian
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Chairman, President and Chief Executive Officer
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1,200,000 |
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John T. Kuelbs
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Executive Vice President, General Counsel and Secretary
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398,288 |
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Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer
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366,951 |
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James M. Link
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President, Teledyne Brown Engineering, Inc.
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201,800 |
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Aldo Pichelli
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Senior Vice President and Chief Operating Officer,
Electronics and Communications Segment
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207,767 |
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(2) The Committee approved the 2007 goals for the Annual Incentive Plan cash bonus
awards to each of Teledyne’s Named Executive Officers. AIP awards for 2007 are to be based
on the same financial and non-financial measures described above for the fiscal year ended
December 31, 2006.
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For 2007, subject to the performance measures and discretion of the Committee, as noted
above, the Named Executives Officers are eligible for an AIP cash bonus based on the
following percentage of their annual base salary:
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2007 AIP Award |
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Eligibility as a % |
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Position |
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of Base Salary |
Robert Mehrabian
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Chairman, President and Chief Executive Officer
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80 |
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John T. Kuelbs
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Executive Vice President, General Counsel and Secretary
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60 |
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Dale A. Schnittjer
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Senior Vice President and Chief Financial Officer
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60 |
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James M. Link
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President, Teledyne Brown Engineering, Inc.
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45 |
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Aldo Pichelli
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Senior Vice President and Chief Operating Officer,
Electronics and Communications Segment
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45 |
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Item 8.01 Other Events
On January 23, 2007, Teledyne’s Personnel and Compensation Committee adopted administrative rules
of Teledyne’s 2002 Stock Incentive Plan related to non-employee director stock compensation. The
administrative rules reserve 200,000 shares of common stock under the 2002 Stock Incentive Plan for
the purpose of granting stock options and common stock to our non-employee directors. The terms of
the administrative rules are identical to Teledyne’s 1999 Non-Employee Director Stock Compensation
Plan, as amended, and, like the 1999 Non-Employee Director Stock Compensation Plan, the
administrative rules will be implemented by Teledyne’s Nominating and Governance Committee. The
text of the administrative rules is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Press Release dated January 25, 2007. |
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Exhibit 99.2
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Administrative Rules of the 2002 Stock Incentive Plan Related to Non-Employee
Director Stock Compensation. |
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