8-K

Graham Corporation

Date: June 20, 2024

/s/ Christopher J. Thome

Christopher J. Thome

Vice President – Finance, Chief Financial Officer and
Chief Accounting Officer

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): June 17, 2024

Graham Corporation

(Exact name of Registrant as specified in its charter)


Delaware	001-08462	16-1194720
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


20 Florence Avenue, Batavia, New York				14020
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (585) 343-2216

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.10 per share

GHM

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

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

Fiscal 2025 Annual Executive Cash Bonus Program. On June 17, 2024, Graham Corporation (the “Company”) amended the Company’s Annual Executive Cash Bonus Program (the “Cash Bonus Program”) for Fiscal 2025. The target bonus levels under the Cash Bonus Program at 100% attainment of both Company and personal objectives are as follows: Daniel J. Thoren – 100% of base salary; Christopher J. Thome – 50% of base salary; and Matthew Malone – 50% of base salary. Each named executive officer will be eligible to receive anywhere from 0% to 200% of his target bonus level depending on the attainment of such objectives. A summary of the performance goal weightings for the Company’s named executive officers for Fiscal 2025 is as follows:


Adjusted EBITDA⁽¹⁾	Bookings⁽²⁾	Personal Goals
50%	20%	30%

(1)	For Messrs. Thoren and Thome Adjusted EBITDA includes consolidated Adjusted EBITDA and for Mr. Malone Adjusted EBITDA includes consolidated Adjusted EBITDA (15%) and divisional Adjusted EBITDA (35%).

(2)	For Messrs. Thoren and Thome bookings include consolidated bookings and for Mr. Malone bookings include consolidated bookings (6%) and divisional bookings (14%).

The foregoing descriptions of the Cash Bonus Program in effect for Fiscal 2025 does not purport to be complete and is qualified in its entirety by the Cash Bonus Program a copy of which is attached to this Current Report on Form 8–K as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

#10.1		Graham Corporation Annual Executive Cash Bonus Program in effect for Company’s named executive officers for the fiscal year ending March 31, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

#		Management contract or compensatory 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.

SEC Form 8-K filed by Graham Corporation