8-K 1 a09-15038_18k.htm 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): June 3, 2009

 

 

 

Protection One Alarm

Protection One, Inc.

 

Monitoring, Inc.

(Exact Name of Registrant

 

(Exact Name of Registrant

as Specified in Charter)

 

as Specified in Charter)

 

 

 

Delaware

 

Delaware

(State or Other Jurisdiction

 

(State or Other Jurisdiction

of Incorporation)

 

of Incorporation)

 

 

 

1-12181-01

 

1-12181

(Commission File Number)

 

(Commission File Number)

 

 

 

93-1063818

 

93-1065479

(I.R.S. Employer

 

(I.R.S. Employer

Identification No.)

 

Identification No.)

 

 

 

1035 N. 3rd Street, Suite 101

 

1035 N. 3rd Street, Suite 101

Lawrence, Kansas 66044

 

Lawrence, Kansas 66044

(Address of Principal Executive

 

(Address of Principal Executive

Offices, Including Zip Code)

 

Offices, Including Zip Code)

 

 

 

(785) 856-5500

 

(785) 856-5500

(Registrant’s Telephone Number

 

(Registrant’s Telephone Number

Including Area Code)

 

Including Area Code)

 

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:

 

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

 

(e)   2009 Senior Management Short-Term Incentive Plan

 

On June 3, 2009, the Compensation Committee of the Board of Directors of Protection One, Inc. (the “Company”) approved the 2009 Senior Management Short-Term Incentive Plan (the “2009 STIP”).  The Company’s named executive officers as well as certain other employees who are viewed as having an opportunity to directly and substantially contribute to the achievement of the Company’s short-term objectives are eligible to participate in the STIP. The annual incentive target awards for our senior managers and officers range from 15% to 60% of base salary.  The annual incentive target awards for the Company’s named executive officers, including the Company’s principal executive officer and principal financial officer, are as set forth below:

 

Name

 

Target Award (% of Base Salary)

 

 

 

 

 

Richard Ginsburg

 

60%

 

President and CEO

 

 

 

 

 

 

 

Darius G. Nevin

 

60%

 

Executive VP and CFO

 

 

 

 

 

 

 

Peter J. Pefanis

 

60%

 

Executive VP Operations

 

 

 

 

 

 

 

Tony Wilson

 

40%

 

President- CMS

 

 

 

 

 

 

 

J. Eric Griffin

 

40%

 

VP and General Counsel

 

 

 

 

Under the 2009 STIP, 45% of the participants’ annual incentive target award is based on Adjusted EBITDA, 25% is based on recurring monthly revenue (together, the “performance criteria”) and 30% is based on discretionary qualitative criteria, including managerial effectiveness, each as described in the 2009 STIP. All of the named executive officers’ performance criteria, other than Mr. Wilson’s, are evaluated based on the Company’s consolidated financial results. Mr. Wilson’s performance criteria is based on a blend of 80% of the Wholesale Segment’s financial results and 20% of the Company’s consolidated financial results.

 

The description of the 2009 STIP above does not purport to be complete and is qualified in its entirety by reference to the full text of the 2009 STIP which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit 10.1            2009 Senior Management Short-Term Incentive Plan

 

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SIGNATURES

 

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

 

 

 

PROTECTION ONE, INC.

 

 

Date: June 5, 2009

By:

/s/ J. Eric Griffin

 

Name: J. Eric Griffin

 

Title: Vice President and General Counsel

 

 

 

 

 

PROTECTION ONE ALARM

 

MONITORING, INC.

 

 

Date: June 5, 2009

By:

/s/ J. Eric Griffin

 

Name: J. Eric Griffin

 

Title: Vice President and General Counsel

 

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