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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

April 8, 2025
 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))
Securities registered pursuant to Section 12(b) of the Act:
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; Compensatory Arrangements of Principal Officers.

On April 8, 2025, IPG Photonics Corporation (the "Company") and Alexander Ovtchinnikov, Ph.D., former Senior Vice President, Chief Technology Officer of the Company, entered into an amendment to the Services Agreement dated August 15, 2024 (the "Consulting Agreement") to extend the term of Dr. Ovtchinnikov's consulting services to December 31, 2025. Dr. Ovtchinnikov’s monthly consulting fee shall be $10,000 through the remainder of the term.

The foregoing description of the terms of the amendment to the Consulting Agreement is qualified in its entirety by reference to the full text of the amendment to the Consulting Agreement, a copy of which is filed as Exhibit 10.1 attached hereto, the terms of which are incorporated by reference herein

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
April 11, 2025 By: /s/ Angelo P. Lopresti
Angelo P. Lopresti
Senior Vice President, General Counsel & Secretary


EX-10.1 2 alexovtchinnikovextensionl.htm EX-10.1 Document
Exhibit 10.1
image_0a.jpg


April 8, 2025
Alexander Ovtchinnikov, Ph.D.
Via Electronic Delivery

Re: Extension of Services Agreement

Dr. Ovtchinnikov,

This letter is in reference to the Services Agreement between you and IPG Photonics Corporation (“IPG”) entered into as of August 15, 2024 (the “Services Agreement”).

As discussed, we are pleased to memorialize our agreement to extend your consulting services with IPG in the form of a modified Schedule A to the Services Agreement in the form attached.

By execution of this agreement, you acknowledge that the modified Schedule A shall replace and supersede the original Schedule A.

                        Sincerely,


                        /s/ Mark Gitin            
                        Mark Gitin
                        Chief Executive Officer
                        IPG Photonics Corporation

AGREED AND ACKNOWLEDGED:



/s/ Alexander Ovtchinnikov        
Alexander Ovtchinnikov, Ph.D.


IPG Photonics Corporation
 377 Simarano Drive, Marlborough, MA 01752 USA



SCHEDULE A TO SERVICES AGREEMENT
1.Name of Provider: Dr. Alexander Ovtchinnikov
2.Provider Principal Business Address:
Provider Contact Name: Dr. Alexander Ovtchinnikov
Provider Phone Number: (508) 864-6326
3.Type of Entity: N/A
4.Principal Owner/Stockholder of the Provider: N/A
5.State of Incorporation or Formation: N/A
6.Period During which Services are to be Provided:
September 15, 2024 to March 31, 2025 (the “Term”) and April 1, 2025 to December 31, 2025 (the “Extended Term”)
7.Fees and Payment Terms:
a.Monthly consulting fee of $17,000 during the Term and $10,000 during the Extended Term. Fees shall be paid not later than the last day of the end of the calendar month.
b.If you continue to provide “Service” (as such term is defined under the IPG Photonics Corporation 2006 Incentive Compensation Plan effective February 28, 2006, as amended (the “Plan”)), to Provider to the end of the Term, Provider’s outstanding equity which vests according to its terms on March 1, 2025 shall be distributed to Provider under the terms of the applicable equity agreements for equity Provider has with IPG and the Plan. Nothing in this Agreement shall be interpreted to accelerate equity awards vesting subsequent to such March 1, 2025 or waive the performance conditions or other terms contained in any equity awards, including those vesting on March 1, 2025, or the Plan.
c.IPG shall pay the employer portion of the cost of monthly COBRA medical and dental benefits to Provider for an 18-month period for Provider and his spouse commencing on September 16, 2024.
8.Additional Terms:
d.The Confidentiality, Non-Competition and Confirmatory Assignment Agreement executed by you on October 1, 2013, as amended (the “NDA Agreement”), shall continue to bind and apply to Provider during the Term and Extended Term as if he were an “Employee” under the NDA Agreement.
b.Section 2 of the NDA Agreement is hereby amended as follows: The Non-Competition Period (as such term is defined in the NDA Agreement) shall conclude on the later to occur of (i) March 31, 2026 and (ii) six (6) months after the date Provider’s services under this Agreement are terminated and the non-solicitation period set forth in Section 2(b) of the NDA Agreement shall continue in effect until the later to occur of (i) September 30, 2026 and twelve (12) months after the date Provider’s services under this Agreement are terminated.
c.IPG shall provide Provider use of a laptop and cell phone during the Term and the Extended Term to facilitate the provision of Services.
9.Detailed Description of Services: Provider shall be available for up to eight hours per week during the Term and five hours during the Extended Term during normal business hours to answer questions and to support the operations and functions previously managed at IPG by Provider and help to enable the smooth transition of management of such functions to persons selected by IPG and communicated to Provider.