Current Report Filing (8-k)

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): December 9, 2020

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

oregon	0-27140	93-0557988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 360-397-6250

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 $0.01 per share	NWPX	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 CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

		Approval of Short Term Incentive Plan On December 9, 2020, the Compensation Committee of the Board of Directors of Northwest Pipe Company (the “Company”) approved the parameters of the Company’s performance-based cash incentive program (Short Term Incentive Plan or “STI”) for the 2021 fiscal year. The performance goal for the 2021 STI relates to the Company’s level of income before income taxes for 2021. Each Named Executive Officer may earn a bonus based on the level of the Company’s attainment of the performance goal. For the Chief Executive Officer, the bonus amount ranges from 0% to 140% of his 2021 annual base salary, and his target bonus amount is 70% of his 2021 annual base salary. The other Named Executive Officers’ bonus amounts range from 0% to 100% of their 2021 annual base salary, and their target bonus amount is 50% of their 2021 annual base salary.

Item 9.01.		FINANCIAL STATEMENTS AND EXHIBITS

(d)		Exhibits

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

SIGNATURE

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 on December 15, 2020.

	NORTHWEST PIPE COMPANY
	(Registrant)

	By	/s/ Aaron Wilkins
		Aaron Wilkins,
		Senior Vice President, Chief Financial Officer, and Corporate Secretary