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): March 8, 2012
ManTech International Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-49604 | 22-1852179 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 12015 Lee Jackson Highway, Fairfax, VA | 22033 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (703) 218-6000
(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 (see General Instruction A.2.):
| ¨ | 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (e) | On March 8, 2012, the Compensation Committee (Compensation Committee) of the Board of Directors of the Company approved the 2012 Executive Incentive Compensation Plan (2012 Plan), in which the Company’s executive officers, including the Company’s named executive officers (NEOs), participate. The 2012 Plan includes performance metrics for participants based on the following measures at the Company level and, where applicable for a particular NEO, business group level: revenue; contract bookings; and earnings before interest and taxes. The 2012 Plan provides for target incentive payment amounts for the executive officers ranging from 45% to 130% of each of the respective executive officer’s 2012 base salaries. Based on actual results in 2012, the potential payouts under the 2012 Plan may range from 0% to about 228% of the executive officers’ respective 2012 base salaries. A copy of the 2012 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K. |
The Compensation Committee also confirmed its intention to continue to consider discretionary bonus compensation for 2012 for the NEOs outside of the 2012 Plan.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 10.1 | ManTech International Corporation 2012 Executive Incentive Compensation Plan | |
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.
| ManTech International Corporation | ||||||
| Date: March 14, 2012 | By: | /s/ Michael R. Putnam | ||||
| Michael R. Putnam | ||||||
| Senior Vice President – Corporate & Regulatory Affairs | ||||||