SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2011
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THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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(Exact name of each Registrant as specified in its respective charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Delaware
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001-35159
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27-2228185
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Delaware
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333-168915-05
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26-0249310
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100 Thermon Drive
San Marcos, Texas 78666
(Address of principal executive offices) (zip code)
(512) 396-5801
(Registrants’ 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:
[ ] 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))
On June 7, 2011, Thermon Group Holdings, Inc. and Thermon Holding Corp. (the “Companies”) filed a Current Report on Form 8-K (the “Initial Report”) to disclose the final fiscal 2011 bonus pool allocations with respect to each named executive officer. On June 30, 2011, the Compensation Committee of the Boards of Directors of the Companies approved an increased annual bonus amount of $280,000 (originally $250,000) for Rodney Bingham, President & Chief Executive Officer. This Amendment No. 1 on Form 8-K/A amends the Initial Report with respect to Mr. Bingham’s fiscal 2011 bonus amount and total compensation.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously disclosed in the IPO Prospectus under the heading “Compensation Discussion and Analysis—Elements of Our Compensation Program—Bonuses—Annual Bonuses,” the Company established a bonus pool for its incentive compensation plan for the fiscal year ended March 31, 2011 (“fiscal 2011”), with the bonus pool to be funded if Adjusted EBITDA exceeded fiscal 2011 targeted Adjusted EBITDA. On June 2, 2011, the compensation committee, based on its subjective assessment of the Company and individual performance, determined the final fiscal 2011 bonus pool allocations, including with respect to named executive officers of the Company. The amount of each annual bonus award and the total compensation for each named executive officer during fiscal 2011 has been recalculated to include the fiscal 2011 annual bonus award as follows:
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Named Executive Officer
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Bonus(1)
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Total
Compensation
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Rodney Bingham
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$ |
281,000 |
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$ |
3,314,182 |
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George P. Alexander
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$ |
221,000 |
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$ |
3,183,861 |
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Jay Peterson
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$ |
140,500 |
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$ |
891,835 |
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René van der Salm
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$ |
291,000 |
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$ |
1,988,807 |
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Richard Hageman
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$ |
61,000 |
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$ |
1,189,206 |
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David Ralph
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$ |
191,000 |
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$ |
1,368,091 |
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(1)
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The fiscal 2011 amounts reported in this column consist of (i) a holiday bonus ($1,000 for Messrs. Bingham, Alexander, van der Salm, Hageman and Ralph and $500 for Mr. Peterson), (ii) a transaction bonus relating to the CHS Acquisition paid to Messrs. van der Salm, Hageman and Ralph in the amount of $140,000, $60,000 and $150,000, respectively, and (iii) an annual bonus with respect to fiscal 2011 performance paid to Messrs. Bingham, Alexander, Peterson, van der Salm and Ralph in the amount of $280,000, $220,000, $140,000, $150,000 and $40,000, respectively.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 7, 2011
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THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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By:
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/s/ Jay Peterson
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Chief Financial Officer
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