8-K 1 c8k070606.txt FORM 8-K FILED JULY 6, 2005 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 June 29, 2005 ________________________________________________ Date of Report (Date of earliest event reported) Molex Incorporated ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 0-7491 36-2369491 _______________ ___________ _____________ (State or other (Commission (IRS Employer jurisdiction File Number) Identification of incorporation) No.) 2222 Wellington Court, Lisle, Illinois 60532 ________________________________________ __________ (Address of principal executive offices) (Zip Code) (630) 969-4550 ____________________________________________________ (Registrant's telephone number, including area code) 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 _________ __________________________________________ On June 29, 2005, the Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, approved certain changes to the cash compensation payable to non-employee directors, effective July 1, 2005. A summary of the non-employee director compensation arrangements approved by the Board is attached as Exhibit 99.1 hereto. Effective July 1, 2005, the annual retainer paid to each non- employee Molex director was increased from $35,000 to $50,000 and the fee paid to each non-employee director increased from $2,000 per Board meeting to $3,000 per Board meeting. The other elements of non-employee director compensation summarized on Exhibit 99.1 hereto were not changed. Item 8.01 Other Information. _________ __________________ On June 29, 2005, the Molex Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee approved the following Board committee assignments for the fiscal year beginning July 1, 2005: Audit Committee: Douglas K. Carnahan, Chairman; Michelle L. Collins; and Robert J. Potter. Compensation Committee: Joe W. Laymon; Masahisa Naitoh; and Robert J. Potter, Chairman. Nominating and Corporate Governance Committee: Michael J. Birck; Michelle L. Collins; and Edgar D. Jannotta, Chairman Executive Committee: Michael J. Birck; Edgar D. Jannotta; Frederick A. Krehbiel, Co-Chairman; John H. Krehbiel, Jr., Co-Chairman; and Martin P. Slark. On June 29, 2005, Molex's Board of Directors appointed Katsumi Hirokawa as a Corporate Vice President of Molex effective on July 1, 2005. Mr. Hirokawa, age 58, has been with Molex for 10 years and currently serves as President and Representative Director of Molex-Japan Co., Ltd., Molex's largest foreign subsidiary. The Board also accepted the resignation of Goro Tokuyama as a Corporate Vice President effective June 30, 2005. Mr. Tokuyama will continue to serve as Regional President of Molex's Far East North Region. Mr. Tokuyama's resignation is in accordance with the previously disclosed plan for a reduction of his responsibilities as part of his retirement planning. Item 9.01 Financial Statements and Exhibits. _________ __________________________________ The following exhibit is being furnished as part of this Form 8-K: Exhibit Number Description ______________ ____________ 99.1 Summary of Non-Employee Director Compensation Arrangements 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. MOLEX INCORPORATED Date: July 6, 2005 By: /s/ Louis A. Hecht _______________________________ Louis A. Hecht Corporate Secretary and General Counsel EXHIBIT 99.1 Summary of Non-Employee Director Compensation Arrangements Effective July 1, 2005 (1) __________________________ Annual Retainer $50,000/year Board Meeting Fee $3,000/meeting Committee Meeting Fee $2,000/meeting Committee Chairman Meeting Fee $3,000/meeting (other than Audit Committee Chairman) Audit Committee Chairman Meeting Fee $4,000/meeting Annual Stock Option Grant 200 shares (2) multiplied by the number of years of service or fraction thereof. (1) All retainer and meeting fees are payable quarterly. (2) The amount of shares increases to 500 multiplied by the number of years of service or fraction thereof, if the following two financial conditions are met for the fiscal year ended immediately prior to the grant: * Molex's net profits (after taxes) are at least ten percent (10%) of the net sales revenue; and * Molex's net sales revenue increased at least 1.5 times the "Worldwide Growth" of the general connector market as compared to the previous year's net sales revenue. For purposes of determining the Worldwide Growth, the Compensation Committee chooses one or more outside independent sources Notwithstanding the foregoing, the number of shares subject to the annual option given to each outside director under the ISO Plan cannot exceed 3,000 shares or an amount whose fair market value on the date of grant is greater than $100,000.