-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Du0dim0X9YGuucL3VWX7SwJ0Uq+/wSP2pjcOPlwMigMYJqiwifUryLo2sEOTTTOk FYH9JE6LmtN4bL8S5bZnSw== 0001157523-06-005608.txt : 20060525 0001157523-06-005608.hdr.sgml : 20060525 20060525172636 ACCESSION NUMBER: 0001157523-06-005608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060519 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060525 DATE AS OF CHANGE: 20060525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 06868080 BUSINESS ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K 1 a5157512.txt WORTHINGTON INDUSTRIES, INC. 8-K - -------------------------------------------------------------------------------- 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, 2006 ------------ WORTHINGTON INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 Old Wilson Bridge Road, Columbus, Ohio 43085 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 438-3210 ----------------------------- 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: |_| 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 1.01. Entry into a Material Definitive Agreement Annual Base Salaries Approved for Named Executive Officers. - ---------------------------------------------------------- On May 19, 2006, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Worthington Industries, Inc. (the "Registrant") approved the following base salaries of the named executive officers set forth below based on individual performance assessments and market data. The new base salaries become effective as of June 1, 2006. Prior Annual New Annual Name and Principal Position Base Salary Base Salary - --------------------------- -------------------------------- John P. McConnell, Chairman & Chief Executive Officer $485,000 $550,000 John S. Christie, President & Chief Executive Officer $300,000 $350,000 George P. Stoe, Executive Vice President & Chief Operating Officer $280,000 $340,000 Joe W. Harden, President The Worthington Steel Company $230,000 $230,000 Edmund L. Ponko, Jr., President Dietrich Industries, Inc. $220,000 $220,000 Long-Term Incentive Plan Awards to Named Executive Officers. - ----------------------------------------------------------- On May 19, 2006, the Compensation Committee made the following cash performance awards and performance share awards to the named executive officers under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan for the three-year performance period ending May 31, 2009. Cash Performance Awards for the Three-Year Period Ending May 31, 2009: - --------------------------------------------------------------------- Name Threshold ($) Target ($) Maximum ($) - ---- ------------- ---------- ----------- John P. McConnell 550,000 1,100,000 1,650,000 John S. Christie 230,000 460,000 690,000 George P. Stoe 230,000 460,000 690,000 Joe W. Harden 200,000 400,000 600,000 Edmund L. Ponko, Jr. 167,500 335,000 502,500 Performance Share Awards for the Three Year Period Ending May 31, 2009: - ---------------------------------------------------------------------- No. of Common Shares ---------------------------------------------- Name Threshold ($) Target ($) Maximum ($) - ---- ------------- ---------- ----------- John P. McConnell 17,500 35,000 52,500 John S. Christie 6,250 12,500 18,750 George P. Stoe 6,250 12,500 18,750 Joe W. Harden 4,500 9,000 13,500 Edmund L. Ponko, Jr. 4,250 8,500 12,750 2 Payouts of performance awards are generally tied to achieving specified levels (threshold, target and maximum) of cumulative corporate economic value added and earnings per share growth for the performance period, with each performance measure carrying a 50% weighting. For business unit executives, including Messrs. Harden and Ponko, corporate economic value-added and earnings per share measures together carry a 50% weighting, and business unit operating income targets are weighted 50%. If the performance level falls between threshold and target or between target and maximum, the award is prorated. Performance award payouts would generally be made in August following the end of the applicable performance period. Cash performance awards may be paid in cash, common shares of the Registrant, other property, or any combination thereof, at the sole discretion of the Compensation Committee at the time of payment. Performance share awards will be paid in common shares of the Registrant. Unless the Board specifically provides otherwise, in the event of a change in control of the Registrant, all performance awards would be considered to be earned, payable in full, and immediately settled or distributed. For further information about the Worthington Industries, Inc. 1997 Long-Term Incentive Plan, and the performance awards to be made to executive officers of the Registrant, please refer to the 1997 Long-Term Incentive Plan (which was filed as Exhibit 10(e) to the Annual Report on Form 10-K of Worthington Industries, Inc., a Delaware corporation, for the fiscal year ended May 31, 1997 (SEC File No. 0-4016)), and the form of letter evidencing performance awards granted under the 1997 Long-Term Incentive Plan, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference. Stock Option Grants to Named Executive Officers. - ----------------------------------------------- On May 19, 2006, the Compensation Committee approved the following stock option grants to be made to the named executive officers effective as of June 1, 2006, with the exercise price of each stock option to be equal to the closing price of the common shares of the Registrant as of June 1, 2006. All such options would expire May 31, 2116. No. of Common Shares Name Underlying Stock Options Granted - ---- -------------------------------- John P. McConnell 130,000 John S. Christie 45,000 George P. Stoe 45,000 Joe W. Harden 40,000 Edmund L. Ponko, Jr. 35,000 Compensation of Directors. - ------------------------- On May 19, 2006, the Compensation Committee recommended and on May 20, 2006, the Board approved the following changes to the compensation for non-employee directors of the Registrant, based on market information: 3 Changes to Cash Compensation. - ---------------------------- The following changes were made to cash compensation: Prior New ----- --- Annual Retainer: $35,000 $45,000 Attendance at a Board Meeting: (including telephonic meetings) $1,500 $1,500 Audit Committee Chair: (Annual Retainer) $10,000 $10,000 Other Committee Chair other than Audit: (Annual Retainer) $5,000 $7,500 Attendance at a Board / Committee Meeting: (including telephonic meetings) $1,000 $1,500 Stock Option Awards. - ------------------- Subject to approval by the Registrant's shareholders of an amendment to the Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors at the 2006 Annual Meeting of Shareholders, the number of common shares subject to the annual stock option to be granted to non-employee directors of Registrant, as of the date of each annual meeting of shareholders of the Registrant would be increased from a stock option to purchase 4,000 common shares to a stock option to purchase 5,000 common shares, effective with the date of the 2006 Annual Meeting of Shareholders. The remaining terms of the stock options to be granted to non-employee directors under the Worthington Industries, Inc. 2000 Stock Option Plan for Non-Employee Directors would not change. Restricted Stock Awards. - ----------------------- Subject to approval by the Registrant's shareholders of an appropriate incentive compensation plan permitting such awards, an annual award of 1,300 shares of restricted stock would be made to each non-employee director, to be effective as of the date of each annual meeting of the shareholders of Registrant, effective with the date of the 2006 Annual Meeting of Shareholders. Each share of restricted stock granted to a non-employee director would vest upon the first to occur of: (i) the first anniversary of the grant date; or (ii) as to any share granted as of the date of an annual meeting of shareholders, the date on which the next annual meeting of shareholders of the Registrant is held. During the time between the grant date and the one year anniversary, dividends paid to the Registrant's shareholders of record would be accrued and paid upon the vesting date as described above. In the case of death, total disability, change in control or retirement, all shares of restricted stock would immediately become fully vested. Item 9.01. Financial Statements and Exhibits. (a)-(c) Not applicable. 4 (d) Exhibits: Exhibit No. Description - ---------------------------- 10.1 Form of Letter Evidencing Performance Awards Granted under the Worthington Industries, Inc. 1997 Long-Term Incentive Plan. SIGNATURE 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. WORTHINGTON INDUSTRIES, INC. Date: May 25, 2006 By: /s/ Dale T. Brinkman ------------------------------------------------ Dale T. Brinkman, Vice President-Administration, General Counsel & Secretary 5 EX-10.1 2 a5157512ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 [date] [Participant Name] [Address] [City, State Zip] Re: 1997 Long-Term Incentive Plan Performance Award - Targets for 3-Year Period Ending May 2009 Dear Participant: The Compensation Committee of the Board of Directors of Worthington Industries, Inc. (the "Company") has granted to you a Performance Award under the Company's 1997 Long-Term Incentive Plan (the "Plan") on the terms described below. The Performance Award is designed to provide incentive payouts to certain senior managers based on the attainment of stated financial performance targets over a three-year period. In an effort to focus on both the quantity and quality of earnings, the Performance Award incorporates both an earnings per share ("EPS") and economic value added ("EVA") component. EPS targets are for corporate EPS for the fiscal year ending 2009. EVA targets are for cumulative corporate EVA over the three-year period ending May 31, 2009. For corporate officers, half of the possible Performance Award is allocated to the EPS target and half to the EVA target. For business unit executives, the Performance Award is structured a little differently; half of the possible Performance Award is allocated to the same corporate EPS and EVA targets as the corporate officers and half is allocated to business unit operating income targets. Your target Performance Awards for the three-year performance period ending May 31, 2009 are: (a) a Cash Award of $______ and (b) a Performance Share Award of __________ common shares of Worthington Industries, Inc. ("Company Stock"). The specific performance targets, and the related Cash Award and Performance Share Award, are set forth below: Performance EPS Targets 2009 Corporate EPS Cash Award Share Award - ----------- ------------------ ---------- ----------- Threshold $________ $________ _____ shares Target $________ $________ _____ shares Maximum $________ $________ _____ shares Cum 3 Year Corporate EVA Targets EVA Ending 2009 - ----------- --------------- Threshold $____ million $________ _____ shares Target $____ million $________ _____ shares Maximum $____ million $________ _____ shares Performance falling between threshold and maximum will be pro rated on a linear basis. No payments will be made if performance falls below threshold. Each of the performance measures is free standing so that you will be able to earn a pay-out based upon the achievement of one measure, even if the threshold performance level is not achieved in the other measure. Calculation of the Company results and attainment of performance measures will be made solely by the Compensation Committee based upon the Company's audited consolidated financial statements. The Compensation Committee has the right to make changes and adjustments in calculating the performance measures to take into account unusual or non-recurring events, including, without limitation, changes in tax and accounting rules and regulations; extraordinary gains and losses; mergers and acquisitions and purchases or sales of substantial assets; provided that, if Section 162(m) of the Internal Revenue Code would be applicable to the pay-out of the Performance Awards hereunder, any such change or adjustment must be permissible under Section 162(m). The determination of the attainment of performance objectives and the amount of the Performance Awards payable will generally be finalized within a reasonable time after the audit of the applicable consolidated financial statements of the Company has been completed. Payments will then be made within a reasonable time after finalization by the Committee, unless there is a need for a delay. Unless the Committee elects a different form of pay-out, payments of the Cash Award will be made in cash. Payment of the Performance Share Award will be made in Company Stock. The Committee may adopt provisions permitting the deferral of a portion or all of the pay-out into a Deferred Compensation Plan, provided that a timely deferral election is made. The Company may require payment of, or may withhold from payments, amounts necessary to meet any federal, state or local tax withholding requirements. In general, termination of employment terminates Performance Awards. Termination of employment for reasons of death, disability or retirement will result in a pro rata pay-out for performance periods ending within 24 months after termination based on the number of months of employment completed by you during the performance period before the effective date of termination. No pay-out will be made for performance periods ending more than 24 months after termination. Termination of employment for any other reason, voluntary or involuntary, prior to the Committee's determination of the attainment of performance objectives and finalization of the Performance Award amount will result in the forfeiture of all Performance Awards from the Plan. The provisions of the Plan are incorporated herein by reference and a copy is available at your request. If you have any questions about your Performance Awards, please direct them to me. Very truly yours, -----END PRIVACY-ENHANCED MESSAGE-----