ADDvantage Technologies Group 8K
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) March
5, 2007
ADDVANTAGE
TECHNOLOGIES GROUP, INC.
(Exact
name of Registrant as specified in its Charter)
Oklahoma
(State
or other Jurisdiction of Incorporation)
1-10799
|
73-1351610
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(Commission
file Number)
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(IRS
Employer Identification No.)
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|
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1221
E. Houston, Broken Arrow Oklahoma
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74012
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(918)
251-9121
(Registrant's
Telephone Number, Including Area Code)
(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 InstructionA.2. below):
□
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Written
Communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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Pre-commencement
communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
March 6, 2007, the Board of Directors of ADDvantage
Technologies Group, Inc. (the “Company”) approved a new Senior Management
Incentive Compensation Plan (the “Incentive Plan”). Participating in the
Incentive Plan will be the Chairman of the Board (“Chairman”), President and
Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”) and Chief
Financial Officer (“CFO”) as well as other participants subject to the approval
of the Compensation Committee of the Board of Directors.
Awards
under the new Incentive Plan, ranging from 15% to 55% of
base salary for each of the Chairman and CEO, 11.25% to 41.3% of the base
salary
of the COO and 7.5% to 27.5% of the base salary of the CFO, will be based
on
actual earnings before interest and taxes in relation to a target
amount. The target amount was established as a set percentage of an
amount equal to 105% of the Company's prior year revenue.
The
new Incentive Plan replaces the Senior Management Incentive
Compensation Plan that was approved on March 6, 2006. Awards under the
prior
plan, ranging from 25% to 100% of the base salary for each of Chairman
and CEO
and 15% to 70% of the base salary for the CFO, were based on actual earnings
before interest and taxes in relation to a target amount.
A
copy of the Incentive Plan is attached as Exhibit 10.1 to this
current report on Form 8-K and is incorporated herein by
reference.
Item
8.01 Other Events.
The
annual meeting of stockholders of ADDvantage Technologies Group, Inc.
(the
"Company") was held on March 6, 2007. At the meeting the shareholders
approved,
either in person or by proxy vote, the director nominees including Kenneth
A. Chymiak, David E. Chymiak, Stephen J. Tyde, Freddie H. Gibson and
Henry F.
McCabe and ratified the appointmant of Hogan & Slovacek as
the Company’s independent auditors for fiscal year 2007.
ITEM
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibit is furnished herewith:
10.1 Senior Management
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.
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ADDVANTAGE
TECHNOLOGIES GROUP, INC.
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Date: March
9,
2007
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By:
/s/ Kenneth A. Chymiak
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Kenneth
A. Chymiak
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President
and Chief Executive Officer
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Exhibit
Index
Exhibit
Number Description
9
10.1
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Senior
Management Incentive
Compensation Plan
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