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): May 3, 2009
Commission file number:
001-13337
STONERIDGE,
INC.
(Exact
name of registrant as specified in its charter)
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Ohio
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34-1598949
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(State or other
jurisdiction of
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(I.R.S.
Employer
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incorporation or
organization)
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Identification
No.)
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9400 East Market Street, Warren,
Ohio
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44484
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(Address of principal
executive offices)
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(Zip
Code)
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(330)
856-2443
Registrant’s
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain
Officers.
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Long-Term
Cash Incentive Plan
On May 4,
2009, at the 2009 Annual Meeting of Shareholders, the shareholders of
Stoneridge, Inc. (the “Company”) approved the Stoneridge, Inc. Long-Term Cash
Incentive Plan (“LTCIP”). A summary of the LTCIP was set forth in the
Company’s proxy statement for the 2009 Annual Meeting of Shareholders and a copy
of the LTCIP was attached as an Appendix thereto. The 2009 awards
under the LTCIP provide key employees with the right to receive cash after three
years depending on the Company’s actual earnings per share performance for a
performance period comprised of the 2009, 2010 and 2011 fiscal
years.
Amendments
to Restricted Shares Grant Agreements under the Amended and Restated Long-Term
Incentive Plan
On May 3,
2009, the Compensation Committee of the Board of Directors (the
“Committee”) of the Company approved amending the Restricted Shares
Grant Agreements (“RSGAs”) entered into under the Stoneridge, Inc. Amended and
Restated Long-Term Incentive Plan during fiscal years 2007 and 2008 with certain
key employees. The RSGAs provide for performance-based restricted
common shares to be earned at the end of a three year period, subject to certain
performance conditions. In the RSGAs a condition to vesting in the
event of a change-in-control was a common share price floor below which the
share price could not fall. The amendment to the RSGAs eliminates
this share price floor as a condition to vesting in the event of a
change-of-control for the performance-based restricted shares.
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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Stoneridge,
Inc.
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Date: May
6, 2009
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/s/ George E.
Strickler
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George
E. Strickler, Executive Vice President, Chief Financial Officer and
Treasurer (Principal Financial and Accounting
Officer)
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