form8k.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) March 5,
2008
ADDVANTAGE TECHNOLOGIES
GROUP, INC.
(Exact
name of Registrant as specified in its Charter)
Oklahoma
(State or other Jurisdiction of
Incorporation)
1-10799
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73-1351610
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(Commission file
Number)
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(IRS Employer Identification
No.)
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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.
(e) On March 5, 2008, at their scheduled quarterly meeting,
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”-position currently vacant) 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 based on 110% of the Company's prior year revenue.
The new Incentive Plan replaces the Senior Management Incentive
Compensation Plan that was approved on March 6, 2007. 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 also 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 7.01 Regulation FD
Disclosure.
The
annual meeting of stockholders of the Company was held on March 6, 2008. At the
meeting the shareholders approved, either in person or by proxy vote, the
director nominees including Kenneth A. Chymiak, David E. Chymiak, Daniel E.
O'Keefe, Stephen J. Tyde, Thomas J. Franz, James C. McGill and Paul F.
Largess and ratified the appointmant of Hogan & Slovacek
as the Company’s independent auditors for fiscal year 2008.
ITEM 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
The
following exhibit is filed 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
7,
2008
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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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