UNITED STATES
\nSECURITIES AND\nEXCHANGE COMMISSION
\nWashington, D.C. 20549\n\n\n
FORM 8-K\n\n
CURRENT REPORT
\nPursuant to\nSection 13 or 15(d) of the Securities Exchange Act of 1934\n\n
Date of Report (Date of earliest\nevent reported): July 20, 2011\n\n
BRADY CORPORATION Registrant’s telephone number,\nincluding area code: (414) 358-6600\n\n\n Check the appropriate box below if the\nForm 8-K filing is intended to simultaneously satisfy the filing obligation of\nthe registrant under any of the following provisions:\n\n o Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR\n230.425) \n\n 1\n\n\n\n \n \n\n Item 5.02 DEPARTURE OF DIRECTORS\nOR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT\n Restricted Stock Amendment\n\n Effective\nJuly 20, 2011, the Compensation Committee of the Board of Directors\napproved an amendment to the restricted stock agreements under which the\nCompany issued restricted stock to certain of its executive officers on\nJanuary 8, 2008. Pursuant to the amendment, an additional vesting\nopportunity has been added that will allow vesting to occur on July 31,\n2014, provided the executive remains continuously employed by the Company and\nsubject to the satisfaction of certain performance criteria. The foregoing\nsummary is qualified in its entirety by the full text of the form of amendment\nto the restricted stock agreement, a copy of which is attached hereto as\nExhibit 10.1 and is incorporated herein by reference. The\nCorporation’s Chief Executive Officer, Chief Financial Officer, and three\nof its named executive officers currently have the following restricted shares\naffected by this amendment: Frank M. Jaehnert, 50,000 restricted shares; Thomas\nJ. Felmer, 35,000 restricted shares; Allan J. Klotsche, 35,000 restricted\nshares; Peter C. Sephton, 35,000 restricted shares; and Matthew O. Williamson,\n35,000 restricted shares.\n\n Item 9.01 FINANCIAL STATEMENTS AND\nEXHIBITS.\n\n (d) Exhibits.\n\n The following is filed as an Exhibit to\nthis Report.\n\n Exhibit No. Description\nof Exhibit\n\n \n \n\n 2\n \n \n\n SIGNATURE\n\n Pursuant to the requirements of the\nSecurities Exchange Act of 1934, the Registrant has duly caused this report to\nbe signed on its behalf by the undersigned hereunto duly authorized.\n\n\n \nBRADY CORPORATION\n\n\n\n Date: July 26, 2011\n\n /s/ Thomas J.\nFelmer \n \n\n 3\n \n \n\n EXHIBIT INDEX\n\n\n Exhibit No. Description\nof Exhibit\n\n \n \n\n 4\n Exhibit 10.1\n\n FORM OF AMENDMENT TO The following sets\nforth an amendment to the January 8, 2008 Brady Corporation\nPerformance-Based Restricted Stock Agreement (the “Agreement”).\n\n Section 2 of the\nAgreement is amended to read as follows:\n\n 2. Vesting\nRequirements. The vesting of this Award (other than pursuant to accelerated\nvesting in certain circumstances as provided in Section 3 below) shall be\nsubject to the satisfaction of the vesting conditions set forth in either of\nSection 2(a) or Section 2(b) below:\n\n (a) First\nVesting Opportunity. The vesting conditions under this Section 2(a) shall\nbe satisfied only if (i) the Earnings Per Share for any one of the\nCorporation’s fiscal years ending July 31, 2009, July 31, 2010,\nJuly 31, 2011 or July 31, 2012 are at least 10% greater than the\nEarnings Per Share for the Corporation’s fiscal year ending July 31,\n2008 and (ii) the Employee remains continuously employed by the\nCorporation (or an Affiliate) from the date hereof until January 15, 2013.\nFor purposes of this Agreement, “Earnings per Share” shall mean the\nbasic earnings per share of the Corporation’s Class A Common Stock\ncalculated in accordance with the standards of the Public Company Accounting\nOversight Board as in effect for the fiscal year ended July 31, 2008.\n\n (b) Second\nVesting Opportunity. The vesting conditions under this Section 2(b) shall\nbe satisfied only if (i) the Net Income of the\nCorporation for the fiscal year ending either July 31, 2013 or\nJuly 31, 2014 is at least $145.4 million (per the fiscal year audit accepted by the Audit\nCommittee) and (ii) the Employee remains continuously employed by the\nCorporation (or an Affiliate) from the date hereof until July 31, 2014.\n\n Except as provided in\nSection 3, if the Employee terminates employment prior to the satisfaction\nof the vesting requirements set forth above, the Shares shall immediately be\nforfeited. The period of time during which the Shares covered by this Award are\nforfeitable is referred to as the “Restricted Period.”\n\n \n\n 5\n
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\n\n \n \n \n \n \n \n \n \n Wisconsin \n \n 1-14959 \n \n 39-0971239 \n \n \n\n(State or other Jurisdiction of Incorporation) \n \n (Commission File Number) \n \n (IRS Employer Identification No.) \n \n\n
\n\n\n\n \n \n \n \n \n \n 6555 West Good Hope\nRoad \n
\nMilwaukee, Wisconsin \n 53223 \n \n \n\n(Address of Principal Executive Offices) \n \n (Zip Code) \n
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\no Soliciting material pursuant\nto Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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\n OF CERTAIN OFFICERS;\nCOMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.\n\n\n\n
\n\n\n\n \n\n \n 10.1 \n \n Form of Amendment, dated July 20, 2011, to restricted stock\nagreement for restricted stock issued on January 8, 2008 to Frank M.\nJaehnert, Thomas J. Felmer, Allan J. Klotsche, Peter C. Sephton and Matthew O.\nWilliamson. \n
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\nThomas J. Felmer
\nSenior Vice President & Chief Financial Officer\n\n\n
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\n\n\n\n \n\n \n 10.1 \n \n Form of Amendment, dated July 20, 2011, to restricted stock\nagreement for restricted stock issued on January 8, 2008 to Frank M.\nJaehnert, Thomas J. Felmer, Allan J. Klotsche, Peter C. Sephton and Matthew O.\nWilliamson. \n
\nJANUARY\n8, 2008 BRADY CORPORATION
\nPERFORMANCE-BASED RESTRICTED STOCK\nAGREEMENT
\n(as amended July 20, 2011)\n\n