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): May 19, 2009

PERCEPTRON, INC.
(Exact Name of Registrant as Specified in Charter)
 
Michigan
0-20206
38-2381442
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
47827 Halyard Drive, Plymouth, MI
48170-2461
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (734) 414-6100

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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):

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communication 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

(e)           On May 19, 2009, effective June 1, 2009, the Management Development, Compensation and Stock Option Committee (the “Committee”) of Perceptron, Inc. (the “Company”) approved an increase in the base salary of Harry T. Rittenour, President and Chief Executive Officer, from $230,000 to $300,000.

On May 19, 2009, effective June 1, 2009, the Committee awarded Mr. Rittenour non-qualified options to purchase 20,000 shares of the Company’s Common Stock, under the 2004 Stock Incentive Plan to be issued on the current form of the Non-Qualified Stock Option Agreement Terms for Officers.  The option will become exercisable in four equal annual installments beginning June 1, 2010 at an exercise price equal to the fair market value of the Company’s Common Stock as of June 1, 2009.

 
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.
 
 
PERCEPTRON, INC.
 
(Registrant)
   
Date:May 22, 2009
/s/ David W. Geiss                                             
 
By: David Geiss
 
Title: Vice President, General
 
Counsel and Secretary