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FALSE000111192800011119282023-08-302023-08-30

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

August 30, 2023
 Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 (State or Other Jurisdiction
 of Incorporation)
 
 
001-33155
 (Commission File No.)
04-3444218
 (IRS Employer
 Identification No.)
377 Simarano Drive
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices, including Zip Code)

(508) 373-1100
(Registrant’s telephone number)

 
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))
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 per share IPGP Nasdaq Global Select Market

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 30, 2023, Dr. Eugene Scherbakov and the Company's wholly owned subsidiary, IPG Laser GmbH ("IPGL"), executed an amendment (the "Amendment") to amend the Service Agreement entered into by and between Dr. Scherbakov and IPGL on May 4, 2021 (as amended from time to time, the "Service Agreement") to increase the duration of cash severance benefits provided to Dr. Eugene Scherbakov from eighteen (18) months to twenty-four (24) months.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.






Item 9.01. Financial Statements and Exhibits
(d) Exhibits

Exhibit Exhibit Description
Exhibit 10.1
Exhibit 104 Inline XBRL for the cover page of this Current Report on Form 8-K.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
 
IPG PHOTONICS CORPORATION
September 1, 2023 By: /s/ Angelo P. Lopresti
Angelo P. Lopresti
Senior Vice President, General Counsel & Secretary


EX-10.1 2 secondamendmenttoscherbako.htm EX-10.1 Document

Exhibit 10.1
Amendment to Service Agreement
THIS AMENDMENT TO SERVICE AGREEMENT (this “Amendment”) is made and entered into effective as of August 30, 2023 (the “Amendment Effective Date”), by and between IPG Laser GmbH, a German limited liability company having an office at Carl-Benz-Strasse 28, D-57299 Burbach, Germany (the “Company”), and Evgeny Scherbakov (“Executive” and, together with the Company, the “Parties”).
Whereas, the Company and Executive entered into that certain Service Agreement dated as of May 4, 2021 (as amended from time to time, the “Agreement”), and
Whereas, the Parties desire to amend Section 10 of the Agreement in the manner reflected herein to increase the duration of severance benefits under the Agreement from 18 months to 24 months, and
Now Therefore, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:

1.Sections 10(ii)(d) and (e) of the Agreement are hereby deleted and replaced in their entirety with the following:

(d)    Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for twenty-four (24) months following the date of termination; and
(e)    Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) for a period of twenty-four (24) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law.
2.Section 10(vi)(e) of the Agreement is hereby deleted and replaced in its entirety with the following:

(e) Cash reimbursement of amounts paid by Executive (sufficient to cover full family health care premiums) for a period of twenty-four (24) months following the termination of Executive’s service if Executive elects continuation of coverage. The foregoing notwithstanding, the Company’s obligation to reimburse described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or his dependents beyond that mandated by law. The foregoing notwithstanding, the Company’s obligation to such health care premiums described in the preceding sentence shall cease on the date Executive becomes eligible for coverage under another group health plan offered by a new employer of Executive or covered under a group health plan of the employer of Executive’s spouse, in either case, which does not impose pre-existing condition limitations on Executive’s coverage. Nothing herein shall be construed to extend the period of time over which health care premium continuation coverage shall be provided to Executive or Executive’s dependents beyond that mandated by law.




2. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.
3. Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the date of this Amendment, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

[remainder of page intentionally blank; signature page follows]






IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective as of the Amendment Effective Date.

IPG LASER GMBH
represented by its sole shareholder,
IPG Photonics Corporation
By:   /s/ Timothy Mammen
  Name: Timothy Mammen


  /s/ Evgeny Scherbakov
  Name: Evgeny Scherbakov