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
June 9, 2009
(Date of Report)
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-20852
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16-1387013 |
(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2000 Technology Parkway, Newark, New York
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14513 |
(Address of principal executive offices)
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(Zip Code) |
(315) 332-7100
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers, Compensatory Arrangements of Certain Officers. |
On June 9, 2009, Ultralife Corporation (the Company) held its 2009 annual meeting of shareholders
(Annual Meeting). At the Annual Meeting, the Companys shareholders elected each of the
incumbent director nominees named in the Companys proxy statement to the board of directors of the
Company for another one year term.
Following the Annual Meeting, the newly-elected board of directors met and appointed John C.
Casper, the Companys chief financial officer, as the Companys treasurer. The board of directors
also awarded Mr. Casper a stock option under the Companys Amended and Restated 2004 Long-Term
Incentive Plan to purchase 30,000 shares of the Companys common stock, par value $.10 per share,
at an exercise price of 7.1845 per share. The stock option has a seven year term and vests over a
three year period in equal installments. The board of directors also granted Mr. Casper a
time-vested and performance-vested restricted stock award as discussed in the Companys Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2009.
Item 8.01 Other Events.
The board of directors also took the following actions:
Committee Assignments
At the board meeting, the board of directors changed the composition of the Compensation and
Management Committee and Governance Committee to as follows:
Compensation and Management Committee:
Daniel W. Christman Chair
Paula H.J. Cholmondeley
Ranjit J. Singh
Bradford T. Whitmore
Governance Committee:
Carole Lewis Anderson Chair
Daniel W. Christman
Ranjit J. Singh
Bradford T. Whitmore
The composition of the other committees of the board of directors remains unchanged.
Committee Chair Compensation
The board of directors increased the annual cash retainer for the chairs of the Compensation and
Management Committee and Strategy and Corporate Development Committee. The annual retainer for the
chair of the Compensation and Management Committee increased from $5,000 to $8,000 and the annual
retainer for the chair of the Strategy and Corporate Development Committee increased from $1,000 to
$5,000. The annual cash retainer is paid quarterly in cash after the end of each of the Companys
fiscal quarters.