-----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, JEkIaykHqiRN996zBho+HkA/doZK3DHSJJAsTGZ8YEh4gxB2L6V5F7IDVZgNOEpv 3Zl9wwVRuafVLyaiEm4gdg== 0000893750-08-000163.txt : 20080418 0000893750-08-000163.hdr.sgml : 20080418 20080418170620 ACCESSION NUMBER: 0000893750-08-000163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080418 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080418 DATE AS OF CHANGE: 20080418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09466 FILM NUMBER: 08765172 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 8-K 1 form8k.htm FORM 8-K Form 8K



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)

April 15, 2008


Lehman Brothers Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

(State or Other Jurisdiction of Incorporation)


1-9466

13-3216325

(Commission File Number)

(IRS Employer Identification No.)


745 Seventh Avenue

New York, New York

10019

(Address of Principal Executive Offices)

(Zip Code)


(212) 526-7000

(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 (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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

             At the Annual Meeting of Stockholders of Lehman Brothers Holdings Inc. (the “Registrant”) held on April 15, 2008, the Registrant’s stockholders approved an amendment to the Registrant’s 2005 Stock Incentive Plan (the “2005 SIP”) to increase the number of shares of the Registrant’s Common Stock, par value $.10 per share, with respect to which awards may be granted under the plan by 50 million shares.  For a description of the terms and conditions of the 2005 SIP, see “Description of the 2005 SIP (as Proposed to be Amended)” under “Proposal 3—Amendment to the 2005 Stock Incentive Plan” in the Registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of Stockholders, which description is incorporated herein by reference.  A copy of the 2005 SIP (as amended) is also filed a s Appendix B to the Registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of Stockholders.

             In addition, at the Registrant’s 2008 Annual Meeting of Stockholders, the Registrant’s stockholders approved the adoption of the Registrant’s Executive Incentive Compensation Plan (formerly named the Short-Term Executive Compensation Plan), as amended (the “EICP”).  For a description of the terms and conditions of the EICP, see “Summary of the EICP” and “Summary of Amendments” under “Proposal 4—Approval of the Executive Incentive Compensation Plan (Formerly Named the Short-Term Executive Compensation Plan), as Amended” in the Registrant’s Definitive Proxy Statement for its 2008 Annual Meeting of Stockholders, which description is incorporated herein by reference.  A copy of the EICP is also filed as Appendix C to the Registrant’s Definitive Proxy Statement for its 2008 Annua l Meeting of Stockholders.

 



 







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.



LEHMAN BROTHERS HOLDINGS INC.



Date:   April 18, 2008

By: /s/ James J. Killerlane III                       

     Name:

James J. Killerlane III

     Title:  

Vice President and

Assistant Secretary









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