-----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, LoQ05oIEiv1dc15LFteCoht8oYyv1PrrQK84Uj5Yv7EyO7n8DGsSydrwSGzZhhkx ESlRCjPwTcgOlUHLVujFNg== 0001104659-05-062074.txt : 20051221 0001104659-05-062074.hdr.sgml : 20051221 20051221170348 ACCESSION NUMBER: 0001104659-05-062074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051215 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRISE FINANCIAL INC CENTRAL INDEX KEY: 0000820027 IRS NUMBER: 133180631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32525 FILM NUMBER: 051279184 BUSINESS ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 BUSINESS PHONE: 612-671-4471 MAIL ADDRESS: STREET 1: 50591 AMERIPRISE FINANCIAL CENTER STREET 2: GENERAL COUNSEL'S OFFICE CITY: MINNEAPOLIS STATE: MN ZIP: 55474 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL CORP DATE OF NAME CHANGE: 20030513 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN EXPRESS FINANCIAL ADVISORS DATE OF NAME CHANGE: 19950711 FORMER COMPANY: FORMER CONFORMED NAME: IDS FINANCIAL CORP/MN/ DATE OF NAME CHANGE: 19920703 8-K 1 a05-22224_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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):  December 15, 2005

 

AMERIPRISE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32525

 

13-3180631

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

55 Ameriprise Financial Center

 

 

Minneapolis, Minnesota

 

55474

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (612) 671-3131

 

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 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            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01               Entry into a Material Definitive Agreement.

 

On December 15, 2005, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Ameriprise Financial, Inc. (the “Company”) approved the following:

 

Treatment of Portfolio Grants

 

As disclosed in the Company’s Form 10 registration statement filed with the Securities and Exchange Commission on August 19, 2005, certain of our employees, including our named executive officers, hold Portfolio Grants (PG), which are long-term cash awards that pay out based upon attainment of financial performance objectives (“Financial Incentive Component”) and a shareholder return performance objective (the “Stock Incentive Component”).  The outstanding grants are generally tied to performance of American Express Company, our former parent company, or Ameriprise Financial for three year performance periods ending 2005 (PG-XIV), 2006 (PG-XV), and 2007 (PG-XVI).  The Financial Incentive Component represents 60% of the target award and payout is generally earned based on such measures as earnings growth, revenue growth and average return on equity.  The Stock Incentive Component represents 40% of the target award and payout is earned based on how American Express Company’s total shareholder return compares to that of the S&P 500 Financial Index over the performance period.  Total shareholder return means share price appreciation plus dividends.

 

As disclosed in the Company’s Form 10, we anticipated modifying certain of the outstanding Portfolio Grants to relate to performance of the Company for the 2006 or 2007 years included in the performance period of the outstanding grants.  The Committee approved the following revisions to these outstanding Portfolio Grants:

 

•                  PG-XV (performance period ending 2006) – The payout earned for the Financial Incentive Component and Stock Incentive component for the 2006 year will be based solely on goals established for the Company’s performance (instead of the performance of American Express Company).  For the 2004 and 2005 years, the payout earned for the Financial Incentive Component and Stock Incentive Component will be based on goals already in place for PG-XV.  The original award value was prorated by two-thirds for purposes of the payout calculation on 2004 and 2005 performance and a new grant was made in place of the other one-third for the payout calculation tied to 2006 performance.

 

•                  PG-XVI (performance period ending 2007) – The Financial Incentive Component and Stock Incentive Component will be based on the Company’s performance (instead of the performance of American Express Company).

 

The Committee approved the goals that will be used to evaluate the Financial Incentive Component and Stock Incentive Component for these outstanding Portfolio Grants by considering the continuity of the plan’s existing goals and the alignment to the Company’s externally communicated long-term performance expectations.  With the changes as approved, the Portfolio Grants held by all participants in the Company’s plan will now be tied to Ameriprise performance beginning with 2006, which was an important goal in the treatment of the Portfolio Grants for the spin-off from American Express Company.

 

Approve Portfolio Grant for CEO

 

The Committee approved the issuance to James M. Cracchiolo, the Company’s CEO, of an additional Portfolio Grant for PG-XVI (performance period ending 2007).  The award of this additional

 

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Portfolio Grant was recommended by Board of Directors of American Express Company as part of Mr. Cracchiolo’s award and retention package related to completing the spin-off.  The Portfolio Grant will have the same performance objectives as the other PG-XVI awards, including the revisions described above.

 

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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.

 

 

AMERIPRISE FINANCIAL, INC.

 

(REGISTRANT)

 

 

 

 

DATE: December 21, 2005

By:

/s/ John C. Junek

 

 

Name: John C. Junek

 

 

Title:   Executive Vice President and General Counsel

 

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