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): November 17, 2005
Daktronics, Inc.
(Exact name of registrant as specified in its charter)
| South Dakota | 0-23246 | 46-0306862 | ||||||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||||||
| incorporation or organization) | File Number) | Identification Number) | ||||||
331
32ndAvenue
Brookings, SD 57006
(Address of principal executive
office) (zip code)
(605) 697-4000
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report.)
[ ] 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 CFT 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On November 17, 2005, the Compensation Committee of the Board of Directors of Daktronics, Inc. (the “Company”) recommended and the Board of Directors approved a change in the compensation plans for James B. Morgan, the Chief Executive Officer of the Company, and William R. Retterath, the Chief Financial Officer of the Company. Mr. Retterath’s annual base salary was increased to $157,200 and Mr. Morgan’s annual base salary was increased to $264,000, effective December 9, 2005.
The Compensation Committee of the Board of Directors also recommended and the Board of Directors approved a continuation of the formula-based performance bonus plan for certain executive officers consisting of one month’s salary if after-tax earnings exceed 13% of shareholders’ equity at the beginning of the 2005 fiscal year, and increasing linearly with performance to a maximum bonus amount if after-tax earnings exceed 19% of beginning shareholders’ equity. The maximum bonus amount for Mr. Morgan is four months of salary. Mr. Retterath's maximum bonus is three and one-half months of salary, and Mr. A. Kurtenbach’s and Mr. F. Kurtenbach’s maximum bonuses are three months of salary.
The bonus plans for all other executive officers are discretionary and based on a combination of company and individual performance and are capped at three month’s salary.
Also, effective November 17, 2005, the Board of Directors authorized grants of stock options to purchase shares of the Company’s common stock under the Company’s 2001 Incentive Stock Option Plan (the “Plan”) to various executive officers in the amounts indicated below. Each of these new stock options vests over five years, has a ten-year term, is subject to the terms and conditions of the Plan, and has an exercise price equal to the fair market value as of the grant date, which was $27.19. Copies of the Plan and the form of agreement under which these options were granted are on file with the Securities and Exchange Commission as exhibits to the Company’s reports.
| Name | Title | Share | s | ||
| James B. Morgan | Chief Executive Officer | 7,000 | |||
| William R. Retterath | Chief Financial Officer | 7,000 | |||
| Carla S. Gatzke | Vice President | 5,000 | |||
| Reece A. Kurtenbach | Vice President | 5,000 | |||
| Bradley T. Wiemann | Vice President | 5,000 | |||
| Seth T. Hansen | Vice President | 5,000 | |||
| Dan J. Bierschbach | Vice President | 5,000 | |||
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On November 17, 2005, the Board of Directors of the Company elected Byron J. Anderson as a member of the Board. Mr. Anderson will serve as a member of the Nominating and Governance committee and the Compensation committee. Mr. Anderson has no arrangement or understanding with any person pursuant to which he was selected as a director of the Company. He will service as a member of the nominating and governance committee and the compensation committee of the Company's Board of Directors.
Section 8 - Other Events
Item 8.01 Other Events.
On November 18, 2005, the Company announced that it had appointed Byron J. Anderson to the Board of Directors. A copy of the press release issued by the Company is attached hereto as Exhibit 99 and furnished with this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release dated November 18, 2005.
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.
DAKTRONICS, INC.
| By: | /s/ William R. Retterath |
| William R.Retterath, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Date: November 18, 2005
EXHIBIT INDEX
| Exhibit No. Description | |
| 99.1 Press Release dated November 18, 2005 issued by Daktronics,Inc. |
EXHIBIT 99.1
Daktronics elects Byron Anderson to its Board of Directors
Former Senior Vice President of Agilent Technologies brings extensive technology
expertise to Daktronics
BROOKINGS, S.D. – November 18, 2005 — Daktronics, Inc. (Nasdaq-DAKT) today announced that its Board of Directors has elected Byron J. Anderson as an independent director of the Company. Mr. Anderson’s election fills the vacancy created by the resignation of Roland Jensen due to health reasons and brings the number of directors back to nine, which includes six independent directors. Mr. Anderson will serve as a member of the nominating and governance committee and the compensation committee.
“Byron adds a tremendous amount of technological and operational depth to Daktronic’s Board of Directors,” said Chairman Dr. Aelred Kurtenbach. “His experience as a Senior Vice President of Agilent Technologies, where he managed a $4 billion business group with locations throughout the world, focusing on serving customers in the electronics business, brings a wealth of knowledge to the organization as we plan and deploy our growth strategies.”
Mr. Anderson, who retired from Agilent Technologies in 2004, began his career with Hewlett-Packard where he served in various capacities, including vice president of a $1.5 billion business unit that served communications industry customers throughout the world. He joined Agilent when it separated from Hewlett-Packard in 1999. He holds an MBA from Harvard University and an electrical engineering degree from South Dakota State University.
About Daktronics
Daktronics has strong leadership positions in, and is one of the world’s largest suppliers of, electronic scoreboards, computer-programmable displays, and large screen video displays and control systems. The company excels in the control of large display systems, including those that require integration of multiple complex displays showing real-time information, graphics, animation and video. Daktronics designs, manufactures, markets and services display systems for customers around the world, in sport, business and transportation applications. For more information, visit the company’s World Wide Web site at: http://www.daktronics.com, e-mail the company at investor@daktronics.com, write to the company at 331 32nd Ave. PO Box 5128 Brookings, S.D. 57006-5128, or contact Bill Retterath at (605)697-4000.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements reflecting the Company’s expectations or beliefs concerning future events, which could materially affect company performance in the future. The Company cautions that these and similar statements involve risk and uncertainties including changes in economic and market conditions, management of growth, timing and magnitude of future contracts, and other risks noted in the company’s SEC filings which may cause actual results to differ materially. Forward-looking statements are made in the context of information available as of the date stated. The Company undertakes no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.