Unassociated Document

0001144204-06-049334.txt : 20061120 0001144204-06-049334.hdr.sgml : 20061120 20061120172021 ACCESSION NUMBER: 0001144204-06-049334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061120 DATE AS OF CHANGE: 20061120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREW INDUSTRIES INC CENTRAL INDEX KEY: 0000763744 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133250533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13646 FILM NUMBER: 061230807 BUSINESS ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 9144289098 MAIL ADDRESS: STREET 1: 200 MAMARONECK AVE CITY: WHITE PLAINS STATE: NY ZIP: 10601 8-K 1 v058639_8k.htm Unassociated Document

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): November 15, 2006

DREW INDUSTRIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-13646	13-3250533

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Mamaroneck Avenue, White Plains, New York10601

	(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:		(914) 428-9098


N/A
(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(b) 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 Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2006, the Corporate Governance and Nominating Committee of the Board of Directors, adopted a new compensation schedule for non-employee Directors which will be entered into on, and become effective commencing, January 2, 2007. The fees in 2007 for non-employee Directors in their capacity as Directors and as members of the Committees of the Board of Directors will be as follows:

The annual retainer for the Chairman of the Board will remain at $54,000;

The annual retainer for all other Board members will remain at $30,000;

The fee per Board meeting for the Chairman of the Board of Directors will increase by $500 to $2,500;

The fee per Board meeting for all other Board members will increase by $500 to $1,500;

The annual retainer for the Chairman of the Audit Committee will remain at $15,000;

The fee per Audit Committee meeting for the Chairman of the Audit Committee will increase by $500 to $3,000;

The fee per Audit Committee meeting for all other members of the Audit Committee will increase by $500 to $2,500;

The annual retainer for the Chairman of the Compensation Committee will remain at $5,000;

The fee per Compensation Committee meeting for the Chairman of the Compensation Committee will increase by $500 to $2,000;

The fee per Compensation Committee meeting for all other members of the Compensation Committee will increase by $500 to $1,500;

The annual retainer for the Chairman of the Corporate Governance and Nominating Committee will remain at $5,000;

The fee per Corporate Governance and Nominating Committee meeting for the Chairman of the Corporate Governance and Nominating Committee will increase by $500 to $2,000; and

The fee per Corporate Governance and Nominating Committee meeting for all other members of the Corporate Governance and Nominating Committee will increase by $500 to $1,500.

Based upon an average of an aggregate of 20 Board and Committee meetings, in person and telephonic, expected in 2007, the total increase in non-employee Director compensation is estimated at $10,000 per non-employee Director, or a total increase in Director compensation of $50,000 for the 5 current non-employee Directors.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2006, the Compensation Committee of the Board of Directors adopted a new compensation arrangement for Leigh J. Abrams, President and CEO of the Company, as set forth on Exhibit 10.1. The new compensation arrangement continues the same base salary and increases the base earnings that are not subject to bonus in order to account for acquisitions made in 2006. This arrangement will be entered into on, and become effective commencing, January 2, 2007.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2006, the Corporate Governance and Nominating Committee of the Board of Directors, approved the grant of options to purchase 7,500 shares of common stock for each non-employee Directors effective December 15, 2006, with an exercise price equal to the closing price on the New York Stock Exchange on December 14, 2006. In addition, the Corporate Governance and Nominating Committee of the Board of Directors, approved the grant of options to purchase 7,500 shares of common stock for L. Douglas Lippert, Chairman of Lippert Components, Inc., a subsidiary of Drew, and a Director, effective December 15, 2006, with an exercise price equal to the closing price on the New York Stock Exchange on December 14, 2006.

Item 9.01 Financial Statements and Exhibits

Exhibits

10.1

Memorandum to Leigh J. Abrams from the Compensation Committee of the Board of Directors

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DREW INDUSTRIES INCORPORATED

Dated: November 17, 2006	By:	/s/ *Fredric M. Zinn*
		Fredric M. Zinn
		Executive Vice President and Chief Financial Officer

EX-10 2 v058639_ex10-1.htm Unassociated Document

Exhibit 10.1

CORPORATE MEMORANDUM

TO:	Leigh J. Abrams

FROM:	Compensation Committee

SUBJECT:	2007 COMPENSATION

DATE:	November 15, 2006

▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪

This memorandum is to confirm our understanding with respect to your compensation as President and Chief Executive Officer of Drew Industries Incorporated for 2007:

1)	Base Salary	$400,000
2)	Bonus:	2.5% of pre-tax profits in excess of $19,968,000

AGREED:

/s/ James F. Gero

James F. Gero

Chairman, Compensation Committee

/s/ Leigh J. Abrams

Leigh J. Abrams