8-K

AMERICAN ELECTRIC TECHNOLOGIES, INC.

Date: September 8, 2014

/s/ Charles M. Dauber

Charles M. Dauber

President and CEO

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): September 2, 2014

AMERICAN ELECTRIC TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida

000-24575

59-3410234

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1250 Wood Branch Park Drive, Houston, TX		77079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 713-644-8182

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 (see General Instruction A.2. below):

¨	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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2014 American Electric Technologies, Inc. (the “Company”) appointed William C. “Bill” Miller as Chief Operating Officer of the Company’s principal subsidiary, M&I Electric. Mr. Miller, age 55, was employed by Eaton Corporation (NYSE:ETN) from August 2001 to August 2014 as Global Marketing Director from June 2009 to August 2014, Business Unit Manager- Medium Voltage Components from February 2006 to June 2009 and Plant Manager from August 2001 to February 2006.

Mr. Miller is employed pursuant to an agreement a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein. A summary of the principal terms of the employment agreement are set forth in Exhibit 99.2 and incorporated by reference herein. The summary of Mr. Miller’s employment agreement is qualified in its entirety by reference to the employment agreement filed as Exhibit 10.1 herein.

Item 8.01

Other Events.

On September 2, 2014 the Company issued a press release announcing the appointment of William C. “Bill” Miller as Chief Operating Officer of M&I Electric. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Exhibit

10.1		Employment Agreement with William C. “Bill” Miller.*

99.1		Press release dated September 2, 2014 announcing the appointment of William C. “Bill” Miller as Chief Operating Officer of M&I Electric.

99.2		Summary of William C. “Bill” Miller employment agreement.*

*	Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

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.

EXHIBIT INDEX


Exhibit Number		Exhibit

10.1		Employment Agreement with William C. “Bill” Miller.*

99.1		Press release dated September 2, 2014 announcing the appointment of William C. “Bill” Miller as Chief Operating Officer of M&I Electric.

99.2		Summary of William C. “Bill” Miller employment agreement.*

*	Indicates a management contract or compensatory plan or arrangement.

EX-10.1

Exhibit 10.1

August 4, 2014

William “Bill” C. Miller

102 Seneca Place

Mars, PA 16046

Dear Bill:

It has been a pleasure getting to know you over the past several weeks and discussing your qualifications and interest in working as an officer for our Company. Based on our discussions, I am pleased to offer you the position of Chief Operating Officer.

The following are the terms of our offer:

1)	COMPANY OF EMPLOYMENT: M&I Electric Industries, Inc. (a wholly owned subsidiary of American Electric Technologies, Inc.)

2)	POSITION AND TITLE: Chief Operating Officer, M&I Electric

3)	LOCATION: Beaumont

4)	REPORTING TO: AETI Chief Executive Officer

5)	CLASSIFICATION: Full-time, Level 1 employee.

6)	GENERAL JOB RESPONSIBILITIES:

Full and direct responsibility for domestic operating areas including effective management, profitability, growth, and achievement of plans.

Creating and executing plans for M&I’s domestic operations groups, including manufacturing, construction and services organizations.

Establishing criteria to measure operations and regularly and systematically appraise and evaluate results against approved standards.

Developing and maintaining a sound organization plan and delegate responsibilities and authorities, as required, ensuring they are defined and understood.

Other responsibilities as appropriate and mutually agreed upon by you and the CEO

7)	COMPENSATION: The following are the elements of your compensation plan:

Annual Salary: $200,000 paid semi-monthly

Cash Bonus: Eligible for an annual on-target cash bonus of $100,000, based on achievements of mutually agreed upon objectives which would incorporate company financial performance, customer satisfaction and safety and other objectives. This bonus is uncapped. This bonus is prorated for 2014 based on your employment starting date. The cash bonus is paid on or before April 15, 2015. You must be employed by the Company at that time to receive any bonus.

Annual Equity Bonus: In addition to the cash bonus, you are also eligible for an annual equity bonus of 15,000 Restricted Stock Units (RSU) which at today’s value is approximately $105,000. As is the case of the cash, this equity is bonus is uncapped.

The equity bonus is 100% variable based on the same mutually agreed upon objectives as the annual variable cash bonus described above. The RSU bonus is prorated for 2014 based on your employment start date. The RSU bonus is subject to a four year vesting schedule. The RSU bonus is subject to approval by the Compensation Committee of the AETI Board of Directors. The RSU bonus price is set at grant time according to the Company’s equity plan.

Company benefits: Upon meeting eligibility requirements, you will be offered the comprehensive Company employee benefits which include medical insurance, dental, vision, life, 401(k) retirement program, etc.

Vacation: Effective 2014 you are eligible for four (4) weeks of vacation per year (prorated based on start date). Our Company policy does not permit carry-overs or buy outs of unused vacation time.

Special Severance: In the event you are terminated for other than cause or disability, or in the event there is a change of control/acquisition resulting in your termination, a substantial reduction of your responsibilities, or necessitating commuting outside of the Beaumont area, i.e., excessive travel distance, M&I agrees to provide you a severance package equal to up to six (6) months of your then current base salary and will reimburse your COBRA medical insurance costs, if elected, for you and your dependents for up to six (6) months. Such severance and reimbursement will be paid on a monthly basis and ceases upon your commencement of other employment.

Relocation: You are eligible to receive up to $45,000 for relocation expenses. A lump sum of $25,000 will be paid on start-date for initial relocation expenses and another payment of up to $20,000 will be paid on or around January 1 2015. All expenses need to be submitted under the standard AETI expense reimbursement policy. In addition, you will be covered for 1 house hunting trip for you and your spouse outside of these relocation expenses.

Confidentiality: You are required to keep confidential all compensation matters.

8)	SUBSTANCE ABUSE TESTING: All applicants are required to undergo Substance Abuse Screening prior to commencement of work with the company. Failure to pass the substance abuse screening will result in the withdrawal of the employment offer.

9)	EVALUATION PERIOD: All employees are subject to successfully completing an initial ninety-day (90) evaluation period at which time your performance will be evaluated.

10)

EMPLOYMENT-AT-WILL: All employment with the Company is employment at-will. Consequently you have the right to terminate your employment at any time for any reason, and the Company retains the same right. Your tenure in this position is dependent upon your individual performance as well as other factors such as business conditions.

11)

IMMIGRATION REFORM AND CONTROL ACT: The Immigration Reform and Control Act of 1986 requires all employers to hire only American citizens and resident aliens who are authorized to work in the United States. Therefore the Company will verify your eligibility for employment. A list of acceptable documents needed for presentation on the first day of employment can be found in your new hire documents. If you do not have any of these required documents, you must give evidence of having applied for them in order to satisfy the terms of the Act. Without the aforementioned documents the Company cannot permit you to begin your employment.

Bill, I look forward to having you as a key member of the team and to building the business together. We would like you to start your new role on Tuesday, September 2^nd.

If you accept these terms, please sign and date two copies of this letter and return one signed copy to me to consummate your employment with the company.

Sincerely,

/s/ Charles M. Dauber

President and Chief Executive Officer

American Electric Technologies, Inc.

I agree to employment by M&I on the foregoing terms.


/s/ William “Bill” C. Miller				Date

EX-99.1

Exhibit 99.1

American Electric Technologies, Inc

1250 Wood Branch Park Drive, Suite 600

Houston, Texas 77079

713.644.8182

Electrical Equipment Industry Veteran Bill Miller Joins AETI as M&I

Electric Chief Operating Officer

Former Eaton executive brings M&I Electric more than 28 years of operational leadership

HOUSTON, September 2, 2014 - American Electric Technologies, Inc. (NASDAQ: AETI), a leading provider of power delivery solutions for the global energy industry, announced today that Bill Miller has joined the company as chief operating officer for its flagship M&I Electric business. Miller brings more than 28 years of operations, management and sales leadership in the electrical equipment industry.

In the newly created role of chief operating officer, Miller will be responsible for the Company’s operations including the manufacturing, construction and services businesses. Miller will report directly to AETI President and Chief Executive Officer Charles Dauber, and will be located in M&I Electric’s Beaumont, Texas facility.

“We created the role of chief operating officer as part of our strategy to help us scale our business and take our revenues and profitability to the next level,” said Dauber. “Bill brings more than 28 years of electrical equipment manufacturing and business experience to M&I, and we look forward to leveraging his operational strengths to help us grow the business.”

Miller was most recently global marketing director for Eaton’s Electrical Services and Systems division. Prior to this position he held various roles within Eaton including: business unit manager for the medium voltage components business; plant manager for the company’s high volume assembly plant in Sumter, South Carolina and their low voltage and medium voltage circuit breaker facility in Cabo Rojo, Puerto Rico; and product management and sales.

Miller received a Bachelor of Science in mechanical engineering from Worcester Polytechnic Institute (WPI).

“M&I Electric is very well respected in the industry for its great products and people,” said Miller. “I’m excited to join the team and look forward to helping us become the leading provider of power delivery solutions for the global energy industry.”

# # #

American Electric Technologies, Inc. (NASDAQ:AETI) is a leading provider of power delivery solutions to the global energy industry. AETI offers M&I Electric™ power distribution and control products, electrical services and construction services.

AETI is headquartered in Houston and has global sales, support and manufacturing operations in Beaumont, Texas; Bay St. Louis, Miss.; Macaé and Rio de Janeiro, Brazil. In addition, AETI has minority interests in two joint ventures, which have facilities located in Xian, China and Singapore. AETI’s SEC filings, news and product/service information are available at www.aeti.com.

American Electric Technologies, Inc

1250 Wood Branch Park Drive, Suite 600

Houston, Texas 77079

713.644.8182

Forward Looking Statements

This press release contains forward-looking statements, as defined in Section 27A of the Securities Exchange Act of 1934, concerning future plans and objectives. While the Company believes that such forward-looking statements are based on reasonable assumptions, there can be no assurance that such future revenues, profits, plans and objectives will be achieved on the schedule or in the amounts indicated. Investors are cautioned that these forward-looking statements are not guarantees of future performance. Actual events or results may differ from the Company’s expectations, and are subject to various risks and uncertainties, including those listed in Item 1A of the Form 10-K filed with the Securities and Exchange Commission on March 28, 2014. The Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future events make it clear that any of the projected results expressed or implied herein will not be realized.

Investor Contact:

American Electric Technologies, Inc.

Andrew L. Puhala

713-644-8182

investorrelations@aeti.com

Media Contact:

Molly LeCronier

Ward

713.869.0707

mlecronier@wardcc.com

EX-99.2

Exhibit 99.2

Summary of William C. “Bill” Miller Employment Agreement

Mr. Miller is employed as Chief Operating Officer of M&I Electric pursuant to an agreement which provides for an annual salary of $200,000 and an annual performance-based cash bonus target of $100,000 based on achievement of individual and Company performance objectives to be agreed upon.

Subject to approval of the Compensation Committee, Mr. Miller will also receive an annual equity bonus of 15,000 restricted stock units (RSUs) which are subject to achievement of individual and Company performance objectives. All vested RSUs convert into common stock on a one-to-one basis in four equal annual installments from the original grant date, subject to a continuing employment requirement. Both cash and equity bonus targets may result in payments above or below the targeted level and individual performance objectives may require a subjective evaluation and judgment with respect to achievement of these objectives.

Mr. Miller is entitled to receive the Company’s standard employee benefits as well as reimbursement of relocation expenses of up to $45,000.

Although Mr. Miller’s employment is “at will” with no established term, he will be entitled to up to six months of severance benefits under certain circumstances.

This summary of Mr. Miller’s employment agreement is qualified in its entirety by reference to the agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.