Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 23, 2015



American Superconductor Corporation

(Exact name of registrant as specified in its charter)




Delaware   0-19672   04-2959321

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


64 Jackson Road

Devens, Massachusetts

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (978) 842-3000

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 (see General Instruction A.2. below):


¨ 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))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Fiscal 2015 Executive Incentive Plan. On June 23, 2015, the Compensation Committee of the Board of Directors of American Superconductor Corporation (the “Committee”) and the Board of Directors of American Superconductor Corporation (the “Company”) approved an executive incentive plan for the Company’s fiscal year ending March 31, 2016 (“fiscal 2015”). Participants in the plan include the Company’s chief executive officer and all other executive officers. Pursuant to the plan, the Committee designated for each executive officer a target cash incentive amount, expressed as a percentage of the officer’s base salary. The Committee is responsible for determining the payout under the plan to each executive officer except the chief executive officer. The Board of Directors of the Company determines the payout under the plan for the chief executive officer, taking into account the recommendation of the Committee.

The amount of the incentive award actually paid to each executive officer may be less than or greater than the executive’s target cash incentive, with the amount capped at 200% of the target incentive. For each executive officer, individual incentive awards will be determined following the end of fiscal 2015 based on the following factors and their corresponding weightings:


    the Company’s net loss before stock-based compensation, amortization of acquisition-related intangibles, restructuring and impairment charges, consumption of zero cost-basis inventory, non-cash interest expense, change in fair value of derivatives and warrants, and other unusual charges, net of any tax effects related to these items for fiscal 2015 as compared to the established target – 40%


    the executive’s achievement of other financial objectives relating to ending cash balance, revenues, operating expenses and orders during fiscal 2015 as compared to the established target – 40%


    the executive’s individual and overall contribution during fiscal 2015 towards the achievement of the Company’s financial and non-financial objectives (subjective performance measure) – 20%

The following table sets forth each executive officer’s target cash incentive for fiscal 2015:


Executive Officer



   Target Incentive
as % of

Base Salary
    Target Incentive  

Daniel P. McGahn

   President and Chief Executive Officer      100   $ 500,000   

David A. Henry

   Executive Vice President, Chief Financial Officer and Treasurer      60   $ 187,200   

James F. Maguire

   Executive Vice President, Operations      75   $ 221,250   




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.


Date: June 26, 2015 By:

/s/ David A. Henry

David A. Henry
Executive Vice President and Chief Financial Officer