UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
| 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)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 27, 2024, the Board of Directors (the “Board”) of Graham Corporation (the “Company”), approved an increase to the annual base salary for each of Daniel Thoren, the Company’s President and Chief Executive Officer, Christopher J. Thome, the Company’s Vice President – Finance, Chief Financial Officer and Chief Accounting Officer, and Matthew Malone, the Company’s Vice President and General Manager – Barber-Nichols (together, the “NEOs”), resulting in the following annual base salaries:
| Name |
Annual Base Salary | |||
| Daniel Thoren |
$ | 500,000 | ||
| Christopher J. Thome |
$ | 360,000 | ||
| Matthew Malone |
$ | 330,000 | ||
Further, on March 27, 2024, the Board approved an increase to the target equity long-term incentive plan (the “LTIP”) award each NEO will receive, which is based on a percentage of base salary. For fiscal 2025, each NEO will receive a target LTIP award equal in value to: Daniel J. Thoren – 170%; Christopher J. Thome – 70%; and Matthew Malone – 60% of their base salary.
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.
| Graham Corporation | ||||||
| Date: April 1, 2024 | By: | /s/ Christopher J. Thome | ||||
| Christopher Thome | ||||||
| Vice President – Finance, Chief Financial Officer and Chief Accounting Officer | ||||||
Document and Entity Information |
Mar. 27, 2024 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | GRAHAM CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0000716314 |
| Document Type | 8-K |
| Document Period End Date | Mar. 27, 2024 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-08462 |
| Entity Tax Identification Number | 16-1194720 |
| Entity Address, Address Line One | 20 Florence Avenue |
| Entity Address, City or Town | Batavia |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 14020 |
| City Area Code | (585) |
| Local Phone Number | 343-2216 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.10 per share |
| Trading Symbol | GHM |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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