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)   January 27, 2010


AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware 1-9102 77-0100596

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)
 

245 South Los Robles Avenue
Pasadena, California

(Address of Principal Executive Offices)

91101

(Zip Code)


Registrant’s telephone number, including area code  (626) 683-4000


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


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 2.02.

Results of Operations and Financial Condition.
 
On January 29, 2010, Ameron International Corporation (the “Company”) issued a press release regarding the Company’s results of operations for the fiscal year ended November 30, 2009. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

 
On January 27, 2010, the Company’s Board of Directors approved the following actions of its Compensation Committee with regard to the compensation of the following named executive officers of the Company:

(a)

 

Payments of Fiscal Year 2009 Annual Management Incentive Compensation Plan Awards:

James S. Marlen

$1,655,000

Gary Wagner

$650,000

James R. McLaughlin

$385,000

Mark J. Nowak

$200,000

Ralph S. Friedrich

$125,000

 

(b)

Payments of Fiscal Years 2007-2009 Key Executive Long-Term Cash Incentive Plan Awards:

James S. Marlen

$906,376

Gary Wagner

$369,997

James R. McLaughlin

$233,600

Mark J. Nowak

$152,859

Ralph S. Friedrich

$90,932

 

(c)

Fiscal Year 2010 Annualized Base Salary Rate, Effective February 1, 2010:

James S. Marlen

$951,000

Gary Wagner

$472,000

James R. McLaughlin

$306,344

Mark J. Nowak

$267,280

Ralph S. Friedrich

$238,500

 

(d)

February 1, 2010 Grant of 18,000 Shares to James S. Marlen Pursuant to his Employment Agreement

 

(e)

February 1, 2010 Grant of Restricted Stock, Vesting 33-1/3% per Year:

Gary Wagner

3,500 shares

James R. McLaughlin

2,500 shares

Mark J. Nowak

2,000 shares

Ralph S. Friedrich

1,000 shares

 

(f)

Fiscal Year 2010 Annual Management Incentive Compensation Plan Target Awards (Expressed as a Percentage of Base Salary Rate):

James S. Marlen

100%

Gary Wagner

90%

James R. McLaughlin

80%

Mark J. Nowak

80%

Ralph S. Friedrich

50%

 

(g)

Fiscal Years 2010-2012 Key Executive Long-Term Cash Incentive Plan Target Awards (Expressed as a Percentage of Base Salary Rate):

James S. Marlen

50%

Gary Wagner

42.4%

James R. McLaughlin

50.3%

Mark J. Nowak

38.5%

Ralph S. Friedrich

20%

2

Item 5.03 Amendments to Articles of Incorporation or Bylaws
 
Effective January 27, 2010, the Board of Directors amended in its entirety Article III, Section 3.09 of the Company’s Bylaws. A copy of the Company’s Bylaws, as so amended, is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
 

Exhibit No.

Description

 
99 News Release dated January 29, 2010
 
3.2 Bylaws of Ameron International Corporation, amended and restated effective January 27, 2010.




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 thereto duly authorized.

  AMERON INTERNATIONAL CORPORATION

 

 

Dated: January 29, 2010

By:

/s/ Javier Solis

 

Javier Solis

 

Secretary

3

EXHIBIT INDEX

Exhibit

 

99

News Release dated January 29, 2010

 

3.2

Bylaws of Ameron International Corporation, amended and restated effective January 27, 2010.



4