-----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, N5Jz84eB+EWn0KJbPEq5KBmksqoAtQgGXmsmtCJG0gDrXgkRLbfBDJ0+1VbQe4PN 4efVTNTzM1g2pUjqA8sNUw== 0000950134-08-004060.txt : 20080304 0000950134-08-004060.hdr.sgml : 20080304 20080304145722 ACCESSION NUMBER: 0000950134-08-004060 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080130 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080304 DATE AS OF CHANGE: 20080304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESORO CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 08663202 BUSINESS ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 BUSINESS PHONE: 2108288484 MAIL ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K/A 1 d54637e8vkza.htm AMENDMENT TO FORM 8-K e8vkza
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
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 30, 2008
Tesoro Corporation
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-3473
(Commission File Number) 		  95-0862768
(IRS Employer Identification No.)
         
300 Concord Plaza Drive
San Antonio, Texas
(Address of principal executive offices) 		      78216-6999
(Zip Code)
(210) 828-8484
(Registrant’s telephone number,
including area code)

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.):
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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Tesoro Corporation (or the “Company”) previously reported that the terms of the 2008 incentive compensation program (the “2008 Program”) for named executive officers would be disclosed, as an amendment to the Current Report on Form 8-K dated January 30, 2008, upon approval by the Compensation Committee of the Board of Directors. On February 28, 2008 the Compensation Committee approved the 2008 Program covering Tesoro’s named executive officers and certain other officers of the Company (“Participants”). Except as noted otherwise, the 2008 Program covers a one-year performance period ending December 31, 2008. The Company’s 2008 earnings before interest and financing costs, interest income and other, income taxes, and depreciation and amortization (“EBITDA”) must meet a threshold level of $1 billion or greater before any percentage of the 2008 Program is funded. If the EBITDA performance threshold is achieved, cash bonuses will be distributed to Participants based on the following performance metrics: (i) total shareholder return relative to Tesoro’s peer group (Valero Energy Corporation and Sunoco, Inc.) on a cumulative two-year basis measured at the end of 2008 with no bonuses paid for this portion of the 2008 Program if total shareholder return is negative for the two-year period; (ii) a combination of a corporate-wide and business unit scorecards containing quantitative measurements of safety, capital management, expense control, and cash improvement initiatives among others; and (iii) a discretionary evaluation by the Board of Directors of a Participant’s individual performance.

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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 hereunto duly authorized.
Date: March 4, 2008
         
  TESORO CORPORATION
 		  
  By:   /s/ OTTO C. SCHWETHELM    
    Otto C. Schwethelm   
    Vice President, Chief Financial Officer   
 

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