Business Context and Reporting Period
This Form 8-K was filed by Universal Display Corporation on December 20, 2013, reporting an event that occurred on December 19, 2013. The filing addresses Item 5.02 regarding the appointment of a certain officer to a compensatory arrangement.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements rather than financial performance.
Material Changes
On December 19, 2013, the Board of Directors designated Mauro Premutico, the Company's Vice President, Legal and General Manager, Patents and Licensing, as a participant in the Universal Display Corporation Supplemental Executive Retirement Plan (SERP). He was placed in the 50% benefit class.
Guidance, Outlook, and Risks
The filing details the terms of the SERP, a nonqualified, unfunded deferred compensation plan designed to incentivize executive retention. Key provisions include:
- Eligibility: Full benefits require resignation or termination without cause at or after age 65 with at least 20 years of service.
- Benefit Structure: Benefits are a percentage of annual base salary (50%, 25%, or 15%) paid for the participant's life.
- Prorated Benefits: Available for those with 15+ years of service who resign at age 65 or are terminated without cause/disability, calculated based on years of service up to 20.
- Change in Control: Triggers immediate vesting. If qualifying under Section 409A of the IRC, participants receive a lump sum cash payment equal to the present value of the benefit.
- Forfeiture: Termination for cause results in immediate forfeiture of benefits.
Investor Verification Checklist
- Verify the specific terms of the SERP in the full text filed as an exhibit to the Form 10-Q for the quarter ended March 31, 2010.
- Confirm the current service tenure of Mauro Premutico to assess eligibility for prorated benefits.
- Review the Company's total liability for unfunded deferred compensation plans in subsequent financial statements.