-----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, PCTITB906G0X36rHiqdHz7YztbhQFO+zyylAdYET73CrQGS450zzidc//NQqnDH5 IhrPdyuOGMXK/U8nni5joA== 0000950152-06-004495.txt : 20060515 0000950152-06-004495.hdr.sgml : 20060515 20060515154547 ACCESSION NUMBER: 0000950152-06-004495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060509 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03385 FILM NUMBER: 06840752 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 1: P O BOX 57 STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 8-K 1 j2035501e8vk.htm H.J. HEINZ COMPANY 8-K H.J. HEINZ COMPANY 8-K
 

 
 
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 9, 2006
H. J. HEINZ COMPANY
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)
     
1-3385   25-0542520
(Commission File Number)   (IRS Employer Identification No.)
     
600 Grant Street, Pittsburgh,    
Pennsylvania   15219
(Address of Principal Executive Offices   (Zip Code)
Registrant’s telephone number, including area doe: 412-456-5700
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):
o   Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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 INCENTIVE COMPENSATION TO BE EARNED IN FISCAL YEAR 2007
On May 9, 2006, the Management Development & Compensation Committee (the “Committee”) of H.J. Heinz Company (the “Company”) approved the performance goals for the Company’s annual incentive plans. The annual incentive bonus for each of the Company’s five most highly paid executives (“Covered Employees” as defined in Section 162(m)(3) of the Internal Revenue Code (the “Code”)) will be sourced from the Senior Executive Incentive Compensation Plan (“SEICP”), and all other executives will be paid under the Annual Incentive Plan (“AIP”).
The metrics that will be used to determine any annual bonus awards under the AIP in Fiscal Year 2007 are, for World Headquarters executives, earnings per share, operating free cash flow and net sales value, and in addition for business unit executives, business unit operating income, operating free cash flow and net sales value, as well as personal goals specific to each participant as established by the Committee. Awards are payable in cash, if earned. The metric that will be used to establish the maximum amount of annual bonus awards under the SEICP in Fiscal Year 2007 will be net income from continuing operations adjusted to eliminate the after-tax effects of any restructuring charges, extraordinary items, and the cumulative effect of accounting changes, each as defined by accounting principles generally accepted in the United States (“Net Income”). The maximum amounts for the Fiscal Year 2007 awards pursuant to the SEICP will be determined based upon a performance incentive pool equal to 1.5% of the Company’s Net Income (the “Pool”). The performance incentive pool awards will be calculated and divided among the Covered Employees, and the maximum award for any one participant shall not exceed 40% of the Pool. For Fiscal Year 2007, the maximum award for the CEO shall not exceed 40% of the Pool and 15% of the Pool for each of the other Covered Employees. The awards under the SEICP are payable in cash, if earned, and are intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Code. At the conclusion of Fiscal Year 2007, the Committee may exercise negative discretion in determining the final amount of any award with respect to each participant in the SEICP, which may range from zero to an amount not exceeding the maximum percentage specified for such participant. The Committee will use the same metrics employed for the AIP (earnings per share, operating free cash flow, net sales value, business unit operating income, operating free cash flow and net sales value and specific personal goals) to determine the actual amount of any bonus paid to any Covered Employee in Fiscal Year 2007.

 

 

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 thereunto duly authorized.
         
  H. J. HEINZ COMPANY
 		  
Date: May 15, 2006  By:   /s/ Arthur Winkleblack    
    Name:   Arthur Winkleblack   
    Title:   Executive Vice President and Chief Financial Officer  
 

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