UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No.1)
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 21, 2011 (November 13, 2011)
THE BRINK’S COMPANY
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiciton of incorporation) |
001-09148 (Commission File Number) |
54-1317776 (I.R.S. Employer Identifcation No.) |
1801 Bayberry Court
P.O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of principal executive offices)
(804) 289-9600
(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:
¨ 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))
EXPLANATORY NOTE
This Current Report on Form 8-K/A amends item 5.02 of the Current Report on Form 8-K of The Brink’s Company (the “Company”) originally filed on November 14, 2011 (the “Initial Filing”).
The Initial Filing reported, among other things, the appointment of Thomas C. Schievelbein to serve as interim Executive Chairman of the Board of Directors of the Company (the “Board”) from November 13, 2011 until December 23, 2011 and to serve as interim President and Chief Executive Officer of the Company effective December 24, 2011. In this connection, Mr. Schievelbein has resigned from the Audit and Ethics Committee and Compensation and Benefits Committee.
In addition, the Initial Filing reported that the Board had approved an amendment to Article V of the Company’s Bylaws to decrease the number of directors serving on the Board from nine (9) to eight (8). The amendment will be effective on December 24, 2011.
This Form 8-K/A is being filed to report the compensation to which Mr. Schievelbein will be entitled in connection with his appointments. In addition, the Company’s Bylaws, as amended and restated effective December 24, 2011, are filed as Exhibit 3(ii). Other than the additional information supplied by this amendment, no changes are being made to the Initial Filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 18, 2011, based on the recommendation of the Corporate Governance and Nominating Committee, the Board determined that, during his tenure as interim Executive Chairman, Mr. Schievelbein will receive the following compensation in consideration for his services, and shall not receive any other compensation as a member of the Board:
· cash compensation of $65,000 per month, pro-rated for any partial month service, payable in arrears; and
· a temporary housing allowance and other expense reimbursements, as approved by the Chairman of the Corporate Governance and Nominating Committee.
On November 17, 2011, the Compensation and Benefits Committee determined that, during his tenure as interim President and Chief Executive Officer, Mr. Schievelbein will receive the following compensation in consideration for his services, and shall not receive any other compensation as a member of the Board:
· cash compensation of $65,000 per month, pro-rated for any partial month service, payable in arrears;
· equity compensation valued at $185,000 per month, pro-rated for any partial month service, rounded up to the nearest whole share, payable in arrears; and
· a temporary housing allowance and other expense reimbursements, as approved by the Chairman of the Compensation and Benefits Committee.
On November 18, 2011, the Board ratified the Compensation and Benefits Committee's determination.
In reaching their determinations, the Board and the Corporate Governance and Nominating Committee and Compensation and Benefits Committee received advice from Frederic W. Cook & Co., Inc., an independent compensation consultant.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
As previously disclosed in the Initial Filing on November 13, 2011, the Board approved an amendment to Article V of the Company’s Bylaws to decrease the number of directors serving on the Board from nine (9) to eight (8). The amendment will be effective on December 24, 2011.
The Company’s Bylaws, as amended and restated effective December 24, 2011, are filed as Exhibit 3(ii).
Item 9.01 Financial Statements and Exhibits
3(ii) |
Bylaws of The Brink’s Company, as amended and restated effective December 24, 2011 |
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 hereunto duly authorized.
Dated: November 21, 2011
THE BRINK’S COMPANY
By: /s/ McAlister C. Marshall, II
Name: McAlister C. Marshall, II
Title: Vice President
EXHIBIT 3(ii) |
THE BRINK’S COMPANY
BYLAWS
The name of the corporation is The Brink’s Company.
The corporate seal of the corporation shall have inscribed thereon the name of the corporation, the fact of its establishment in the Commonwealth of Virginia and the words “Corporate Seal.” Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, printed or otherwise reproduced.
adjourned or postponed meeting any business may be transacted that might have been transacted at the meeting as originally notified.
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the generality of the foregoing, the chairman of the meeting may declare that matters relating to the conduct of the ordinary business operations of the corporation are not properly brought before the meeting.
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shareholder, as they appear on the corporation’s books, and of such beneficial owner, (2) the class and number of shares of capital stock of the corporation that are owned beneficially and of record by such shareholder and such beneficial owner, (3) a representation that the shareholder is a holder of record of capital stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies from shareholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such shareholder’s proposal will be included in a proxy statement that will be prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.
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solicited) or did not so solicit, as the case may be, proxies in support of such shareholder’s nominee or proposal in compliance with such shareholder’s representation as required by clause (C) of paragraph (b) of this Section 12) and (B) if any such nomination or proposal was not properly made or proposed (or such shareholder or beneficial owner did not act in accordance with such shareholder’s representation as required by clause (C) of paragraph (b) of this Section 12), to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 12, if the shareholder (or a designated representative of the shareholder) does not appear at the annual or special meeting of shareholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.
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exceeds the number of such vacancies, the decrease shall not become effective, except as further vacancies may thereafter occur by expiration of the term of directors at the next shareholders’ meeting at which directors are elected or otherwise.
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Each committee shall report its proceedings to the Board of Directors. Provisions with respect to the Board of Directors which are applicable to meetings, actions without meetings, notices and waivers of notice and quorum and voting requirements shall also be applicable to each committee, except that a quorum of the Executive Committee shall consist of one third of the number of members of the Committee, three of whom are not employees of the corporation or any of its subsidiaries.
The Board of Directors may fix the compensation of the directors for their services, which compensation may include an annual fee, a fixed sum and expenses for attendance at regular or special meetings of the Board of Directors or any committee thereof, and such other benefits as the Board of Directors may determine. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
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electronic transmission consented to by the director to whom the notice is given. Any such consent of a director shall be revocable by the director by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission shall be deemed given: (a) if by facsimile telecommunication, when directed to a number at which the director has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the director has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the director of such specific posting when such notice is directed to an address at which the director has consented to receive notice, upon the later of such posting or the giving of such separate notice; and (d) if by any other form of electronic transmission, when consented to by the director. Any notice shall state the time and place of the meeting. Meetings may be held without notice if all of the directors are present or those not present waive notice before or after the meeting.
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at any meeting thereof shall constitute a waiver of notice of such meeting by such shareholder or director, as the case may be, except as otherwise provided by statute.
Subject to the supervision and direction of the Board of Directors, the Chief Executive Officer shall be responsible for managing the affairs of the corporation. The Chief Executive Officer shall have supervision and direction of all of the other officers of the corporation.
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The President shall be the chief operating officer of the corporation and shall perform such duties as may be prescribed by these bylaws, or by the Chief Executive Officer. The President shall, in case of the absence or inability of the Chief Executive Officer to act, have the powers and perform the duties of the Chief Executive Officer.
The Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have such powers and duties as may be delegated to them by the Chief Executive Officer.
The General Counsel shall be the chief legal officer of the corporation and the head of its legal department. He shall, in general, perform the duties incident to the office of General Counsel and shall have such other powers and duties as may be delegated to him by the Chief Executive Officer.
The Treasurer shall be responsible for the care and custody of all the funds and securities of the corporation. The Treasurer shall render an account of the financial condition and operations of the corporation to the Board of Directors or the Chief Executive Officer as often as the Board of Directors or the Chief Executive Officer shall require. He or she shall have such other powers and duties as may be delegated to him or her by the Chief Executive Officer.
The Controller shall maintain adequate records of all assets, liabilities and transactions of the corporation, and shall see that adequate audits thereof are currently and regularly made. The Controller shall disburse the funds of the corporation in payment of the just obligations of the corporation, or as may be ordered by the Board of Directors, taking proper vouchers for such
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disbursements. The Controller shall have such other powers and duties as may be delegated to the Controller by the Chief Executive Officer.
The Secretary shall act as custodian of the minutes of all meetings of the Board of Directors and of the shareholders and of the committees of the Board of Directors. He or she shall attend to the giving and serving of all notices of the corporation, and the Secretary or any Assistant Secretary shall attest the seal of the corporation upon all contracts and instruments executed under such seal. He or she shall also be custodian of such other books and records as the Board of Directors or the Chief Executive Officer may direct. He or she shall have such other powers and duties as may be delegated to him or her by the Chief Executive Officer.
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In order to make a determination of shareholders for any purpose, including those who are entitled to notice of and to vote at any meeting of shareholders or any adjournment or postponement thereof, or entitled to express consent in writing to any corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, the Board of Directors may fix in advance a record date which shall not be more than 70 days before the meeting or other action requiring such determination. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or any adjournment or postponement thereof, entitled to express consent in writing to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, the date on which notices of the meeting or the requests for written consent are mailed or the date on which the resolution of the Board of Directors declaring or approving such dividend, other distribution, allotment of rights or change, conversion or exchange is adopted, as the case may be, shall be the record date for such determination of shareholders. Except as otherwise expressly prescribed by statute, only shareholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment or postponement thereof, or entitled to express such consent, or entitled to receive payment of such dividend or other distribution or allotment of rights, or entitled to exercise such rights in respect of change, conversion or exchange, or to take such other action, as the case may be, notwithstanding any transfer of shares on the share transfer books of the corporation after any such record date fixed as aforesaid. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Article, such determination shall apply to any adjournment or postponement thereof unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned or postponed to a date more than 120 days after the date fixed for the original meeting.
The corporation shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have
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express or other notice thereof, save as expressly provided by the laws of the Commonwealth of Virginia.
The fiscal year of the corporation shall end on December 31 of each year.
The Board of Directors and the shareholders shall have the power to make, amend or repeal bylaws of the corporation.
December 24, 2011
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