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
Date of
Report (Date of earliest event reported): May 6, 2009
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
|
76-0566682
(I.R.S.
Employer
Identification
No.)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(Registrant’s
telephone number, including area code)
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):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
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 (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May 6, 2009, the Board of Directors
(“Board”) of ICO, Inc. (the “Company”), or the Compensation Committee of the
Board (the “Committee”), approved the following awards of restricted shares
(“Restricted Shares”) of the Company’s common stock, pursuant to the terms of
the plans referenced below.
“Periodic” Awards of
Restricted Shares to Class III Non-Employee Directors
Eric O.
English and David E.K. Frischkorn, Jr. were re-elected to the Board at the 2009
Annual Meeting of Shareholders. Their terms will expire at the
2012 Annual Meeting of Shareholders. Each of these non-employee
directors received Restricted Share awards, pursuant to the terms of the
Company’s 2008 Equity Incentive Plan for Non-Employee Directors, as amended (the
“Director Plan”) and award agreements to be executed by the directors, with
terms including the following:
|
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Number
of Shares:
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24,000
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Date
of Grant:
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May
11, 2009
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Vesting
Date:
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February
1, 2012
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Forfeiture:
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The
Restricted Shares are subject to forfeiture in the event that the director
resigns or otherwise ceases to serve on the Board as of the Vesting Date
(except in the event of death, permanent disability, or other limited
circumstances described in the Director Plan, in which case the Restricted
Shares will vest
immediately).
|
The
Board’s current intention is that “periodic” Restricted Shares are awarded to
non-employee directors at or shortly after the time the director is elected (or
re-elected) to the Board, with vesting near the end of such director’s term of
office. The Board’s current intention is that after the initial
“periodic” Restricted Share awards, directors do not generally receive
Restricted Share awards at any other time during their three-year term, other
than in exceptional circumstances.
Award to Derek
Bristow
Derek
Bristow currently serves as President of the Company’s ICO Europe
division. On May 7, 2009, the Board appointed Mr. Bristow as
President of the Company’s Asia Pacific division (in addition to his position as
President of ICO Europe), with such appointment to be effective as of May 18,
2009. In connection therewith the Committee approved the following
award to Mr. Bristow pursuant to the terms of the Company’s 2007 Equity
Incentive Plan, as amended (the “Employee Plan”) and an award agreement to be
executed by Mr. Bristow, with terms including the following:
|
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Number
of Shares:
|
|
21,000
|
|
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Date
of Grant:
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|
May
11, 2009
|
|
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Vesting
Date:
|
|
May
11, 2012
|
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Forfeiture:
|
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The
Restricted Shares are subject to forfeiture in the event that Mr.
Bristow’s employment with the Company terminates prior to the end of the
three-year vesting period (except in the event of death, permanent
disability, or other limited circumstances described in the Employee Plan
as interpreted by the Committee, in which case the Restricted Shares will
vest
immediately).
|
Award to John
Knapp
A. John
Knapp, Jr. currently serves as the Company’s Chief Executive Officer and
President (“CEO”), and also as Vice Chairman of the Board. On March
4, 2009, the Company announced that, in keeping with the Company’s long-term
strategy, the Company’s Board has initiated an exploratory search for a new
CEO. The Company also announced that Mr. Knapp will continue to serve
in his current position during the search process and will thereafter continue
to serve on the Board. (See the Company’s Form 8-K filed on March 5,
2009.) Although the Board has no set timetable for completion of the
exploratory search and appointment of the Company’s next CEO, it is anticipated
that Mr. Knapp may no longer continue to be employed by the Company in one
year’s time, in which case his current unvested Restricted Share awards would be
forfeited. The Board desires, however, that Mr. Knapp remain employed
for the next one-year
period
and continue to serve as CEO during the exploratory
search. Accordingly, Mr. Knapp agreed to forfeit his current unvested
Restricted Shares (77,539 Restricted Shares represented by three separate
awards: 36,000 Restricted Shares awarded on August 17, 2007; 30,000 Restricted
Shares awarded on December 15, 2008; and 11,539 Restricted Shares awarded on
December 15, 2008). In exchange the Board approved the following
award of Restricted Shares to Mr. Knapp, pursuant to the terms of the Employee
Plan and an award agreement to be executed by Mr. Knapp, with terms including
the following:
|
|
Number
of Shares:
|
|
77,539
|
|
|
Date
of Grant:
|
|
May
11, 2009
|
|
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Vesting
Date:
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May
11, 2010 (one year from the Date of Grant)
|
|
|
Forfeiture:
|
|
The
Restricted Shares are subject to forfeiture in the event that Mr. Knapp’s
employment with the Company terminates prior to the end of the one-year
vesting period (except in the event of death, permanent disability, or
other limited circumstances described in the Employee Plan as interpreted
by the Committee, in which case the Restricted Shares will vest
immediately).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ICO,
INC.
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Date:
May 12, 2009
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By:
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/s/
A. John Knapp, Jr.
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Name:
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A.
John Knapp, Jr.
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Title:
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President
and CEO
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