form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): February 26, 2010 (February 23,
2010)
Kaman
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Connecticut
(State or
Other Jurisdiction of Incorporation)
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0-1093
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06-0613548
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1332
Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(860)
243-7100
(Registrant's
Telephone Number, Including Area Code)
Not
Applicable
(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. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
Of Directors Or Certain Officers; Election Of Directors; Appointment Of
Certain Officers; Compensatory Arrangements Of Certain
Officers.
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Kaman Corporation Employees’
Pension Plan (“Pension Plan”) and Kaman Corporation Post-2004 Supplemental
Employees’ Retirement Plan (“SERP”) Changes
At its
February 23, 2010 meeting, the Kaman Corporation (the “Company”) Board of
Directors (the “Board”) approved amendments to the Company’s Pension Plan (the
“Pension Plan Amendment”) and the Company’s SERP (the “SERP Amendment”) in order
to limit both (a) future participation in the plans, and (b) the pay and years
of service taken into account in determining benefits under the plans. The
Pension Plan Amendment and the SERP Amendment apply to all of the Company’s
current executive officers, including specifically the Named Executive Officers
listed in the Company’s 2010 Proxy Statement filed with the Securities and
Exchange Commission on February 25, 2010.
Specifically,
the Pension Plan Amendment provides that the Pension Plan will be closed to all
new hires on or after March 1, 2010. Under the Pension Plan
Amendment, existing employees will continue to participate, however, (1) changes
in pay will be taken into account for benefit calculation purposes only until
the end of calendar year 2010, after which no further changes will be taken into
account; (2) the benefit formula will be improved to use the highest five years
out of the last ten years of service up to December 31, 2010, whether or not
consecutive; and (3) years of service (as defined by the Pension Plan) will
continue to be added for purposes of benefit calculations through December 31,
2015 with no further accumulation of service thereafter unless needed to achieve
vesting under the Plan. These changes have no impact upon individuals who are
already retired or have terminated employment and were vested in their pension
benefit. The SERP Amendment contains the changes necessary for the SERP to be
consistent with the Pension Plan Amendment except that the SERP already provides
for the use of non-consecutive years of service for benefit calculation purposes
and there is no provision needed regarding limitations on future participation
because executives must be approved for SERP participation by the Board’s
Personnel & Compensation Committee (the “Committee”) and the
Board. The Committee and the Board will not approve new participants
to the SERP on or after March 1, 2010.
The
Second Amendment to Post-2004 Supplemental Employees’ Retirement Plan was filed
as Exhibit 10(c)(iii) to the Company’s SEC Report on Form 10-K filed on February
25, 2010 as Document No. 0001144204-10-009923. The above summary of
the SERP Amendment does not purport to be complete and is subject to and
qualified in its entirety by reference to the SERP Amendment.
Item
9.01 Financial
Statements and Exhibits.
None.
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.
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KAMAN
CORPORATION
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By:
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/s/
Candace A. Clark
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Candace
A. Clark
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Senior
Vice President, Chief Legal Officer and Secretary
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Date:
February 26, 2010
KAMAN
CORPORATION AND SUBSIDIARIES
Index to
Exhibits
None