SUPPLEMENT TO PROXY STATEMENT
for the
2013 ANNUAL MEETING OF SHAREHOLDERS
to be held on November 12, 2013
On or about October 11, 2013, the proxy materials of Perceptron, Inc., a Michigan corporation (the Company) were made available to shareholders in connection with the solicitation of proxies on behalf of the board of directors of the Company (the Board) for use at the 2013 Annual Meeting of Shareholders (the Annual Meeting) to be held on Tuesday, November 12, 2013, at 9:00 a.m., Eastern Standard Time, at the Companys headquarters located at 47827 Halyard Drive, Plymouth, Michigan 48170. The original proxy statement (the Proxy Statement) was filed with the U.S. Securities and Exchange (the SEC) on October 7, 2013.
This supplement dated October 31, 2013 (the Supplement) supplements and amends the Proxy Statement and is first being distributed to shareholders on or about November 1, 2013. Except as specifically supplemented or amended by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.
Our Notice of the Annual Meeting, 2013 Annual Report on Form 10-K, the Proxy Statement, and this Supplement are available at http://www.astproxyportal.com/ast/05067/ in accordance with the rules of the SEC.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THIS SUPPLEMENT CAREFULLY IN DECIDING HOW TO VOTE.
Appointment of Jeffrey M. Armstrong as President and Chief Executive Officer
On October 31, 2013, the Board appointed Jeffrey M. Armstrong as President and Chief Executive Officer of the Company, effective November 4, 2013. Mr. Armstrong will succeed Harry T. Rittenour who will retire effective November 4, 2013 as President and Chief Executive Officer of the Company after nearly six years in that position and nearly 17 years with the Company.
Mr. Armstrong is expected to be appointed to the Companys Board of Directors by the existing members of the Board after the Annual Meeting. You are not being asked to vote in favor of the election of Mr. Armstrong at the Annual Meeting.
Mr. Armstrong, age 51, served as Vice President and General Manager of DRS Consolidated Controls, Inc., a subsidiary of Finmeccanica SpA, an Italian conglomerate, from October 2008 to June 2013. From February 2007 to October 2008, Mr. Armstrong was Vice President of Engineering and Operations for DRS Power and Control Technologies, Inc. DRS Consolidated Controls is focused on the development and delivery of highly engineered machinery control systems and services for global industrial and government energy customers. Prior to DRS, Mr. Armstrong served in various management roles at General Dynamics Corporation from August 2001 to February 2007. Mr. Armstrong was a submarine officer in the United States Navy from February 1987 to August 2001. He holds a degree in Mechanical Engineering from the University of Washington and completed the Harvard Business School Advanced Management Program.
Mr. Armstrong will receive an annual base salary of $350,000 and his bonus potential level under the Companys fiscal 2014 Annual Incentive Compensation Plan will be 50% of his annual base salary. On October 31, 2013, effective December 2, 2013, the Company awarded Mr. Armstrong non-qualified options to purchase 100,000 shares of the Companys Common Stock, under the Companys 2004 Stock Incentive Plan. The options will become exercisable in four equal annual installments beginning December 2, 2014 at an exercise price equal to the fair market value of the Companys Common Stock as of December 2, 2013. Subject to and conditioned upon the future approval of the Boards Management Development Committee, on the first and second anniversaries of the 2013 grant date, if Mr. Armstrong continues to be employed by the Company as President and Chief Executive Officer at those dates, he will be granted non-qualified stock options to purchase an additional 100,000 shares of the Companys Common Stock, subject to shareholder approval of an increase in the number of shares available for award under the 2004 Stock Incentive Plan, which approval is being sought at the Annual Meeting. Mr. Armstrong does not currently own any shares of the Companys Common Stock.