UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 17, 2009
Colfax
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8730
Stony Point Parkway, Suite 150
Richmond,
VA 23235
(Address
of Principal Executive Offices) (Zip Code)
(804)
560-4070
(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:
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))
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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.
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(d) On
February 17, 2009, the Board of Directors (the “Board”) of Colfax Corporation
(the “Company”) increased the size of the Board from eight to nine members and
appointed Rhonda L. Jordan to serve as a director of the Company. Ms.
Jordan has also been appointed to the Board’s compensation committee, and Thomas
Gayner has resigned from the compensation committee effective upon Ms. Jordan’s
appointment thereto.
There are
no arrangements or understandings between Ms. Jordan and any other person
pursuant to which she was selected as a director. Further, there are
no transactions, since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds $120,000, and in which Ms. Jordan or
any related person had or will have a direct or indirect material
interest.
Consistent
with the terms of the Company’s director compensation package for non-employee
directors, Ms. Jordan received a grant of 5,556 restricted stock units upon her
appointment to the Board. These restricted stock units will vest in
three equal installments on the first three anniversaries of the grant
date. Ms. Jordan will also receive an annual cash retainer of $35,000
and an annual equity award of $60,000 in restricted stock units at the time of
the Company’s annual shareholders meeting, which award will vest in three equal
installments on the first three anniversaries of the grant date. The
Board has approved a director deferred compensation plan which will allow Ms.
Jordan to receive, at her discretion, deferred stock units in lieu of her annual
cash retainer and meeting fees.
In
connection with Ms. Jordon’s appointment to the Board, she and the Company have
entered into the Company’s standard form of indemnification agreement for
executive officers and directors, the form of which was previously filed as
Exhibit 10.3 to the Company’s registration statement on Form S-1 (File No.
333-148486).
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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Colfax
Corporation
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Date: February
23, 2009
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By:
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/s/
JOHN A. YOUNG
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Name:
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John
A. Young
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Title:
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President
and Chief Executive Officer
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