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): October 23, 2008
Innovex, Inc.
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(Exact name of Registrant as Specified in its Charter)
Minnesota
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(State Or Other Jurisdiction Of Incorporation)
000-13143 41-1223933
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(Commission File Number) (I.R.S. Employer
Identification No.)
3033 Campus Drive, Suite E180
Plymouth, MN 55441
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(Address Of Principal Executive Offices) (Zip Code)
(763) 479-5300
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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))
Items under Sections 1-4, 7 and 8 are not applicable and therefore omitted.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 23, 2008, the Compensation Committee of the Board of Directors of
Innovex, Inc. (the "Company") adopted and the independent directors of the Board
of Directors ratified, the FY 2009 Incentive Plan (the "Incentive Plan") for
executive officers and other employees. The Compensation Committee also approved
the bonus opportunity as a percentage of the executive officer's salary at the
minimum, target and maximum levels.
The Incentive Plan has two components, corporate objectives and individual
objectives, that are weighted based upon position with the Company. The 2009
corporate objectives are performance targets related to four measures: (1)
operating income, weighted at 40% of the corporate objectives portion of the
bonus; (2) earnings before taxes, interest, depreciation and amortization
(EBITDA), weighted at 30%; (3) revenue excluding pass-through materials,
weighted at 20%; and (4) revenue, weighted at 10%.
The Compensation Committee established minimum, target and maximum levels of
achievement for each corporate objective. The Compensation Committee also
determined individual objectives for executive officers and certain other
employees whose bonus is based on this objective. The following shows for each
current executive officer of the Company, the relative weighting of corporate
objectives and individual objectives:
Percentage of Bonus Dependent Upon Percentage of Bonus Dependent Upon
Name Corporate Objectives Individual Objectives
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Terry M. Dauenhauer 100% 0%
Chief Executive Officer
Randy Acres 90% 10%
Senior Vice President and
Chief Financial Officer
Brian Dahmes 80% 20%
Vice President, Engineering
The Incentive Plan will be funded through net operating income for fiscal year
2009 and no bonuses will be paid unless the Company achieves an established
minimum net operating for fiscal year 2009.
Depending upon the Company's performance against corporate objectives, Mr.
Dauenhauer may earn a cash bonus under the Incentive Plan equal to 15%, 60% and
120% of his base salary at the minimum, target and maximum levels, respectively.
Depending upon the Company's performance against corporate objectives and his
performance against individual objectives, Mr. Acres may earn a cash bonus under
the Incentive Plan equal to 10%, 40% and 80% of his base salary at the minimum,
target and maximum levels, respectively. Depending upon the Company's
performance against corporate objectives and his performance against individual
objectives, Mr. Dahmes may earn a cash bonus under the Incentive Plan equal to
8.75%, 35% and 70% of his base salary at the minimum, target and maximum levels,
respectively.
Additionally, the monthly retainer to the Chairman increased from $1,000 per
month to $2,000 per month effective August 1, 2008. The Compensation Committee
approved the change on September 17, 2008 and recommended it to the full Board
of Directors which approved the change on October 23, 2008.
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, thereunto duly authorized.
INNOVEX, INC.
By: /s/ Terry M. Dauenhauer
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Terry M. Dauenhauer
Chief Executive Officer
Date: October 28, 2008