8-K

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 24, 2011 (February 21, 2011)

THE BRINK’S COMPANY

(Exact name of registrant as specified in its charter)

Virginia	001-09148	54-1317776
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 Bayberry Court

P. O. Box 18100

Richmond, VA 23226-8100

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (804) 289-9600

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.):

[    ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]	Soliciting materials 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation and Benefits Committee and the Board of Directors (the “Board”) of The Brink’s Company (the “Company”) took the following actions at their meetings on February 21 and 22, 2011:

1.   Award of cash bonuses to executive officers under the Management Performance Improvement Plan (“MPIP”), the Company’s long-term cash incentive compensation plan, for the three year period ended December 31, 2010 in the following amounts: Michael T. Dan, Chairman of the Board, President and Chief Executive Officer, $630,400; Frank T. Lennon, Vice President and Chief Administrative Officer, $126,080; and Matthew A.P. Schumacher, Controller, $31,520.  Joseph W. Dziedzic, Vice President and Chief Financial Officer, and McAlister C. Marshall, II, Vice President and General Counsel, were not eligible for these awards because they joined the Company after the commencement of the applicable performance period.

2.   Adoption of 2011 performance measures for the executive officers under the MPIP. In order for the executive officers to be deemed to have met their goals, the aggregate three-year performance measures require Brink’s, Incorporated to achieve specific thresholds for improvements in revenue, operating profit, and economic value added, and for the Company to achieve an earnings per share target.  The earnings per share target was assigned a 33.34% weighting and the three performance goals for Brink’s, Incorporated were collectively assigned a 66.66% weighting.  Performance award targets for the 2011-2013 Performance Measurement Period were set as follows: Mr. Dan, $1,000,000;  Mr. Dziedzic, $250,000; Mr. Lennon, $170,000; Mr. Marshall, $140,000; and Mr. Schumacher, $55,000.
60; Actual awards can range from 0% to 200% of the target depending on performance against the pre-established measures.

3.   Award of discretionary cash bonuses under the Company’s Key Employees Incentive Plan (“KEIP”) to the executive officers for the year ended December 31, 2010 in the following amounts: Mr. Dan, $950,000; Mr. Dziedzic, $300,000; Mr. Lennon, $220,000; Mr. Marshall, $200,000; and Mr. Schumacher, $85,000.

Item 8.01. Other Events.

On February 22, 2011, the Board adopted a director resignation policy.  The policy, which has been incorporated into the Company’s Corporate Governance Policies, requires a director who does not receive more “for” than “withheld” votes cast in an uncontested election to tender an offer of resignation to the Board.  The Corporate Governance and Nominating Committee would then consider the resignation and make a recommendation to the Board as to whether or not to accept it.  Following the Board’s determination, the Company would disclose the Board’s decision of whether or not to accept the resignation and an expla nation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation.  All of these procedures would be completed within 90 days of certification of the shareholder vote.

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This description of the director resignation policy is qualified in its entirety by reference to the policy, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Director Resignation Policy

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SIGNATURE

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.

	THE BRINK’S COMPANY (Registrant)
Date:  February 24, 2011	By:	/s/ McAlister C. Marshall, II
		McAlister C. Marshall, II
		Vice President

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
99.1	Director Resignation Policy

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EX-99.1

EXHIBIT 99.1

THE BRINK’S COMPANY

Amendment to Corporate Governance Policies

POLICY WITH RESPECT TO WITHHELD VOTES IN AN UNCONTESTED ELECTION

Policy with Respect to Withheld Votes in an Uncontested Election	Any nominee for director in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected) who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration in accordance with the following procedures, all of which procedures shall be completed within 90 calendar days following certification of the shareholder vote:
	Committee Action
	●The Committee (as defined below) shall evaluate the best interests of the Company and shall recommend to the Board the action to be taken with respect to such tendered resignation. ●The Committee recommendation may be, without limitation, oaccepting the resignation, orejecting the resignation and maintaining the director,
	orejecting the resignation and maintaining the director but committing to seek to address and cure the underlying reasons reasonably believed by the Committee to have resulted in such director failing to receive the required number of votes "for" such director’s election, or orejecting the resignation but resolving that the director will not be re-nominated in the future for election.
	●In reaching its recommendation, the Committee shall consider all factors it deems relevant, including, without limitation, oif available, the reasons why shareholders "withheld" votes from such director, othe length of service and qualifications of the director whose resignation has been tendered, othe director’s contributions to the Company, ocompliance with New York Stock Exchange listing standards, and othese Corporate Governance Policies.
	●If the Committee determines to recommend that the Board accept the resignation, the Committee shall also recommend to the Board whether to fill the resulting vacancy or reduce the size of the Board.

Board and Company Action

●The Board shall act on the Committee’s recommendation and determine whether to accept or reject the director’s resignation. In acting on the Committee’s recommendation, the Board shall consider all of the factors considered by the Committee and such additional factors as it deems relevant.

●Following the Board’s determination, the Company shall publicly disclose in a document furnished or filed with the SEC the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation.

General

●A director who is required to tender his or her resignation in accordance with this policy shall not be present during deliberations or voting of the Committee or the Board regarding whether to accept his or her resignation.  Prior to voting, the Committee and the Board shall afford the affected director an opportunity to provide the Committee or the Board with any information that he or she deems relevant.

●For purposes of this policy, the term “Committee” means (i) the Corporate Governance and Nominating Committee, provided none of whom is a director who is required to tender his or her resignation in accordance with this policy, or (ii) if clause (i) is not satisfied, a committee of at least three directors designated by the Board, each of the members of which is an independent director and none of the members of which is a director who is required to tender his or her resignation in accordance with this policy. However, if there are fewer than three independent directors then serving on the Board who are not required to tender their resignations in accordance with this policy, then the Committee shall be comprised of all of the independent directors and each independent director who is required to tender his or her resignation in accordance with this policy shall recuse himself or herself from the Committee and Board’s deliberations and voting with respect to his or her individual resignation.

●The foregoing procedures shall be summarized and disclosed each year in the proxy statement for the Company’s annual meeting of shareholders.

Adopted:     February 22, 2011

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