-----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, GeHnj+IScFnJ97o2khCOJgUjxpFxHKHUycQrxxa7QZwxno/Rmdx3eyev0k6zwT1u niS1/+QMdJivWF5VabwtEg== 0000898822-05-000162.txt : 20050311 0000898822-05-000162.hdr.sgml : 20050311 20050311171509 ACCESSION NUMBER: 0000898822-05-000162 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050311 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLGATE PALMOLIVE CO CENTRAL INDEX KEY: 0000021665 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 131815595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00644 FILM NUMBER: 05676306 BUSINESS ADDRESS: STREET 1: 300 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123102000 MAIL ADDRESS: STREET 1: 300 PARK AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 mar118k.txt MARCH 11, 2005 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 10, 2005 COLGATE-PALMOLIVE COMPANY (Exact name of registrant as specified in its charter) Delaware 1-644-2 13-1815595 -------- ------- ---------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation) 300 Park Avenue, New York, NY 10022 ----------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 310-2000 -------------- 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. This Form 8-K describes certain ordinary course actions taken at the March 10, 2005 meeting of the Personnel and Organization Committee (the "P&O Committee") of the Board of Directors of Colgate-Palmolive Company (the "Company") with regard to the compensation arrangements of the Company's executive officers. The P&O Committee established performance measures for the Company's executive officers for (i) annual bonus awards for 2005 and (ii) long-term restricted stock awards for the 2005 through 2007 measurement period. These awards are made under the Company's Executive Incentive Compensation Plan (the "EICP"), which was approved by the Company's stockholders on May 5, 1999 and May 7, 2004 and filed as Appendix D to the Company's 2004 Proxy Statement. Consistent with past practice, as described most recently in the P&O Committee Report on Executive Compensation included in the Company's 2004 Proxy Statement, the P&O Committee established an earnings-per-share goal for 2005 annual bonus awards and compounded annual net sales and earnings-per-share growth targets for long-term restricted stock awards for the 2005 through 2007 measurement period. The P&O Committee also reviewed the base salaries of the executive officers. Current salaries for the Named Executive Officers, who are expected to be named in the Company's 2005 Proxy Statement, are as follows: Reuben Mark, Chairman and Chief Executive Officer, $1,747,000; William S. Shanahan, President, $1,554,000; Ian M. Cook, Chief Operating Officer, $800,000; Javier Teruel, Vice Chairman, $780,000; and Lois Juliber, Vice Chairman, $768,000. The P&O Committee, together with the Company's other independent directors, approved a salary of $1,817,000, a 4% increase, for Mr. Mark to be effective in April 2005. Salary increases for other executive officers may also be approved during 2005. The amount of any such salary increases will be based on one or more of the following factors, as applicable: (i) individual performance; (ii) business unit performance; (iii) assumption of new responsibilities; (iv) the Company's annual salary budget guidelines; (v) other performance measures, such as improvements in customer service, faster product development, market share improvements, geographic expansion and productivity increases; and (vi) competitive data. During the past two years, annual salary increases for the Chief Executive Officer have ranged from 4% to 5% and those for the other Named Executive Officers have ranged from 3.5% to 8%. 2 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. COLGATE-PALMOLIVE COMPANY Date: March 11, 2005 By: /s/ Andrew D. Hendry --------------------------------- Name: Andrew D. Hendry Title: Senior Vice President, General Counsel and Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----