-----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, HEIBq2J1PaToCBL/3S0IeG344FsR9tDkN3tQKn8tWkS4ZfNmoMyINBVwhpBIFQ5O sfTK/DT/6KUiKMk5XqhZSw== 0000913849-09-000156.txt : 20090303 0000913849-09-000156.hdr.sgml : 20090303 20090303171705 ACCESSION NUMBER: 0000913849-09-000156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090226 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090303 DATE AS OF CHANGE: 20090303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCO BRANDS CORP CENTRAL INDEX KEY: 0000712034 STANDARD INDUSTRIAL CLASSIFICATION: BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDING & RELATED WORK [2780] IRS NUMBER: 362704017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1219 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08454 FILM NUMBER: 09652655 BUSINESS ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 847-484-4800 MAIL ADDRESS: STREET 1: 300 TOWER PARKWAY CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 FORMER COMPANY: FORMER CONFORMED NAME: ACCO WORLD CORP DATE OF NAME CHANGE: 19830106 8-K 1 f8k_030309.htm FORM 8-K f8k_030309.htm
 
 
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):  February 26, 2009
 
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
 
____________________________
 
Delaware
001-08454
36-2704017
(State or other jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
300 Tower Parkway
Lincolnshire, IL 60069
  
60069
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:  (847) 541-9500
 
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))
 
 
 
Section 5—Corporate Governance and Management
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As previously announced, ACCO Brands Corporation (the “Company”) implemented a company-wide salary reduction program pursuant to which salaries of all its U.S. based employees (other than certain production and distribution employees) were reduced.  As part of its salary reduction program, the Company’s executive officers are each subject to a 20% salary reduction effective February 23, 2009 through at least June 30, 2009, as well as a further two-week salary reduction to be deducted from their pay ratably over a six-week period beginning February 23, 2009.  On February 26, 2009, the Board of Directors of the Company approved the specific salary adjustments for the executive officers reflecting the previously announced reductions.  These reductions are in addition to salary reductions taken by certain of the executive officers in January 2009.  Set forth below is a summary of the salary reductions, on an annualized basis, for the Company’s currently serving executive officers who are expected to be identified as named executive officers in the Company’s proxy statement for its 2009 annual meeting of stockholders:
 

Name
Annualized 2008 base salary
Annualized base salary effective as of
Jan. 12, 2009
Feb. 23, 2009
April 6, 2009
Robert J. Keller, Chairman & CEO
$720,000
$648,000
$347,328
$518,400
Neal V. Fenwick, EVP & CFO
$415,000
$394,250
$211,318
$315,400
Boris Elisman, EVP & President, Americas
$400,000
$380,000
$203,680
$304,000
Kriss A. Kirchhoff, EVP & President, Product Generation
$375,000
$356,250
$190,950
$285,000
David A. Kaput, SVP & Chief Human Resources Officer
$300,000
$285,000
$152,760
$228,000

 
Also on February 26, 2009, the Board of Directors at its regularly scheduled meeting approved annual equity-based awards to executive officers consisting of stock-settled stock appreciation rights (“SSARs”).  The SSARs represent rights to receive in shares of the Company’s common stock the excess, if any, of the value of the Company’s common stock on the exercise date over the value of the Company’s common stock on the SSARs’ grant date.  The SSARs were granted at a strike price of $0.81 per share (the average of the high and low sales prices of the Company’s common stock on the New York Stock Exchange on the date of grant) and generally vest in one-third increments annually over three years.  Mr. Keller received an SSAR grant of 325,000 units, Messrs. Fenwick and Elisman received SSAR grants of 150,000 units, Mr. Kirchhoff received an SSAR grant of 125,000 units and Mr. Kaput received an SSAR grant of 65,000 units.  No other form of equity-based awards were granted to the named executive officers.  In addition, the Board of Directors determined not to award any annual cash incentive plan bonuses to the named executive officers for the 2008 plan year other than a non-discretionary bonus to Mr. Kaput, which was previously agreed to by the Company in connection with Mr. Kaput’s employment arrangements upon joining the Company in October 2007.
 
A copy of the form of Stock-Settled Stock Appreciation Rights Agreement under the ACCO Brands Corporation Amended and Restated 2005 Long-Term Incentive Plan has been filed as Exhibit 10.46 to the Company’s Form 10-K for the fiscal year ended December 31, 2008.  A copy of the
 
 
2
 
letter from the Company to Mr. Kaput, dated October 11, 2007, regarding the terms of Mr. Kaput’s employment with the Company is attached as Exhibit 10.1 to this Form 8-K.
 
Section 9—Financial Statements and Exhibits
 
Item 9.01—Financial Statements and Exhibits.
 
(d)           Exhibits
 
 
10.1
Letter, dated October 11, 2007, from ACCO Brands Corporation to David A. Kaput
 

3
 
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.
 
  ACCO BRANDS CORPORATION  
   (Registrant)  
       
Date:  March 3, 2009
By:
/s/ Steven Rubin  
    Name: Steven Rubin  
    Title:  Senior Vice President, Secretary 
   and General Counsel		  
       
 
 
4
 

INDEX TO EXHIBITS
 
Exhibit
 
10.1
Letter, dated October 11, 2007, from ACCO Brands Corporation to David A. Kaput
 
 
 
 EX-10.1 2 ex10-1.htm LETTER FROM ACCO BRANDS CORPORATION TO DAVID A. KAPUT ex10-1.htm
EXHIBIT 10.1
 
 
October 11, 2007

Mr. David Kaput
20 Carrigan Avenue
White Plains, NY 10615-4645

Dear David:
 
On behalf of ACCO Brands Corporation, I am very pleased to confirm our offer to you for the position of Senior Vice President, Chief Human Resources Officer reporting directly to David Campbell, our Chief Executive Officer. Your start date will be Monday, October 15th, 2007.

Your bi-weekly base salary will be $11,538.46, which is $300,000 annualized. You will participate in our annual Management Incentive Plan (MIP) with a target award of 50% of your base salary. Actual awards will range from 0% to 200% of target depending upon company performance standards established by our Board's Compensation Committee. For 2007, your participation in the MIP will be pro-rated to your start date and will be guaranteed to pay out at target. For 2008, your participation will be guaranteed to pay out minimally at target performance.

You will also be enrolled in the Executive Auto Allowance Program. Your benefit under this plan will be $538.15, which is currently $13,992 annualized.

You will also be eligible to participate in ACCO Brands Long Term Incentive Plan (LTIP) beginning with awards that may be made in early 2008. The plan is a 4-year rolling plan, with annual grants. Rewards may consist of equity-based awards and/or cash awards. The value of your initial grant will be commensurate with those awarded to your peers and as determined by the Board's Compensation Committee. (For the 2007 plan year, the combination of performance stock units, restricted stock units, and stock options for this level of position had an estimated value of $240,000 at target.) Plan details will be provided at the time of your first grant.

As an ACCO Brands employee you will also be eligible to participate in our health, welfare, and retirement benefit programs, including term life insurance at two times base salary. Materials outlining these programs are also enclosed.

We understand that you will be relocating from New York to Chicago. To assist you in your move, you are eligible for the executive benefits described in the Relocation Program materials included with this letter. You will have until August of 2008 to initiate your benefits under this plan. During the interim period, ACCO Brands will cover reasonable travel and temporary housing expenses. Please note these benefits are provided only upon the condition that you will pay ACCO Brands on demand its out-of-pocket expenses incurred in connection with your relocation in the event you voluntarily terminate your employment within one (1) year of your start date. Should you voluntarily terminate your employment within the second year of your employment, one-half (1/2) of those out-of-pocket expenses would need to be repaid to ACCO Brands.

This offer is contingent upon a satisfactory background check and drug screen results as well as confirmation of your eligibility to work in the United States. You must submit to a drug test within 3 days of receipt of this letter. Please refer to the enclosed Drug Testing Procedure for specifics - no advance appointment is necessary.


 
Page 1 of 2
 

This letter is not intended to constitute a contract of employment. Employment with ACCO Brands Corporation is "at will" and subject to termination by you or the company at any time, with or without cause or prior notice. Nothing in this letter or in any of the accompanying materials alters this at-will relationship.

David, we believe this is an exceptional offer package and are confident that ACCO Brands can offer you the chance to build a rewarding career. We are delighted to have the opportunity to extend this offer and look forward to you joining us.

Prior to your first day of employment, please complete the enclosed forms in the New Hire Packet and bring them with you on your start date. You must also provide documentation of your legal right to work in the United States. If you have specific questions regarding this, please contact me directly at (847) 484-3800.

Please acknowledge your acceptance of this offer and understanding of its contents and indicate by returning one signed copy of this letter in the enclosed envelope within 3 business days; you may keep the second copy for your personal records. If you have questions on this, please feel free to contact me. Thank you.

Sincerely,


/s/ Sam H. Wheeler

Sam H. Wheeler
Vice President, Human Resources
ACCO Brands Corporation




Accepted By:
   /s/ David Kaput
 
  

Enclosures
cc:
Steve Rubin
 
Irma Long
 
Margaret Lichtenstein
 
 
Page 2 of 2
 
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