Item 2.02. Results of Operations and Financial Condition
On May 4, 2021, IPG Photonics Corporation (the "Company") announced its
financial results for the quarter ended March 31, 2021. The full text of the
press release issued in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item
2.02 of this Current Report on Form 8-K, including Exhibit 99.1 referenced
herein, shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference in
any filing by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Principal
Officers.
On May 4, 2021, the Company announced that Valentin P. Gapontsev, Ph.D., has
transitioned to the role of Executive Chair and will continue to serve as a
director of the Company. Eugene A. Scherbakov, Ph.D., currently Chief Operating
Officer, Managing Director of IPG Laser GmbH, Senior Vice President, Europe and
Director, succeeds Dr. Gapontsev as the Company's Chief Executive Officer
effective immediately. Dr. Scherbakov has served as Managing Director of IPG
Laser GmbH, IPG's German subsidiary, since August 2000, Senior Vice
President-Europe since February 2013 and Chief Operating Officer since February
2017. Dr. Scherbakov has also been a member of the Company's board of directors
(the "Board") since 2000 and will continue as a director.
On May 4, 2021, the Company amended the employment agreement with Dr. Gapontsev
to reflect his new role and title. On the same day, the Company entered into a
new service agreement between Dr. Scherbakov and IPG Laser GmbH and entered into
a secondment agreement with Dr. Scherbakov to reflect Dr. Scherbakov's new role,
title, compensation and responsibilities at the Company. The agreements with Dr.
Gapontsev and Dr. Scherbakov expire December 31, 2022, and renew annually for a
period of one year unless the Company or the executive gives notice of intent
not to renew at least 180 days before the expiration of the then current term.
Dr. Scherbakov, as CEO, will receive an annual base salary of $850,000, and his
annual incentive target (financial plus individual performance) under the
Company's Senior Executive Annual Incentive Plan will increase to 110% of his
base salary, with the financial performance minimum, target and maximum payout
increasing to 20.75%, 83% and 221% of base salary, respectively, and the
individual performance maximum payout increasing to 27.5% of base salary.
In connection with the appointment of Dr. Scherbakov to the new position, the
Company also approved the grant of $2,000,000 of long-term incentives in the
form of equity awards consisting of service-based restricted stock units
("RSUs") weighted 50% and performance-based stock units ("PSUs") weighted 50%.
The RSUs vest in four equal annual installments with the first 25% vesting on
May 7, 2022. The PSUs vest May 7, 2024, should any PSUs vest at all. The PSUs
are weighted 50% on relative total stockholder return ("TSR") and 50% on
operating cash flow ("OCF"). Both the RSUs and PSUs have the same performance
criteria and performance periods as those granted to Dr. Scherbakov on February
19, 2021. Dividends, if any, on shares underlying the RSUs and PSUs do not vest
until the awards vest.
Under the secondment agreement, the Company agreed to pay or reimburse Dr.
Scherbakov for his expenses related to moving to and his employment in the
United States, including but not limited to relocation assistance, automobile,
housing costs, health and disability insurance, tax preparation, repatriation
and air transportation costs for him and his spouse, which will be tax-grossed
up. Prior to this change, he lived in Germany. Dr. Scherbakov will keep his
household there.
Dr. Scherbakov also entered into a new Confidentiality, Non-Competition and
Confirmatory Assignment Agreement which is substantially the same as his current
agreement.
All of the other terms of the agreements with Dr. Gapontsev and Dr. Scherbakov
remain in full force and effect.
Item 7.01. Regulation FD Disclosure

The Company's press release announcing the management transition described above is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits

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Exhibit 99.1 relating to Item 2.02, and Exhibit 99.2 shall be deemed to be
furnished, and not filed:
Exhibit Number                 Exhibit Description
                                 Press Release issued by IPG Photonics Corporation on     May     4,
Exhibit 99.1                   2021  .
Exhibit 99.2                     Press Release issued by IPG Photonics Corporation on May 4, 2021  .
Exhibit 104                    Inline XBRL for the cover page of this Current Report on Form 8-K.

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