8-K 1 d900434bbc8k.htm FORM 8-K DATED FEBRUARY 6, 2013 UNITED STATES

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): February 6, 2013


The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)


Massachusetts

001-14092

04-3284048

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

One Design Center Place, Boston, MA

02210

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code (617) 368-5000


Check the appropriate box below if the Form 8-K 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 its meeting on February 6, 2013, the Compensation Committee of the Company’s Board of Directors approved payment of bonuses earned in 2012 and set 2013 base salaries for the Company’s Chief Executive Officer, Martin F. Roper, its Chairman, C. James Koch, and other named executive officers of the Company.


Bonuses for 2012 Performance


The Committee approved the following bonuses for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company, based on the Committee’s assessment of their respective achievement against the 2012 performance targets and overall performance of the Company previously set by the Committee:


Name

Title

Bonus
Awarded as
of 2/6/13

Percent of
Potential
as of 2/6/13

Bonus Not
Yet
Determined*

Percent of
Potential Not
Yet
Determined*

 

 

 

 

 

 

Martin F. Roper

President and CEO

$328,670

31.9%

$200,060

19.4%

C. James Koch

Chairman

$175,500

45.0%

$78,000

20.0%

William F. Urich

Treasurer and CFO

$194,040

98.0%

$0

0.0%

John C. Geist

Vice President of Sales

$163,125**

91.9%**

$0

0.0%

Thomas W. Lance

Vice President of Operations

$140,505

80.8%

$0

0.0%


*

A portion of Mr. Roper’s bonus opportunity and of Mr. Koch’s bonus opportunity is based on the depletions growth of the Company as compared to that of the Craft Beer category in 2012, which information was not available as of the date of the meeting of the Compensation Committee.  Determination of the balance of the bonus awards will be made when such information is available.

 

 

**

Mr. Geist achieved 75% (or, $133,125) of his 2012 bonus potential approved by the Compensation Committee in December 2011. The Compensation Committee also awarded Mr. Geist a discretionary bonus of $30,000 in recognition of his achievements throughout the year.


Salaries for 2013


The Committee approved base salaries for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company as follows:


Name

Title

Base Salary

for 2013

Percent

Increase

 

 

 

 

Martin F. Roper

President and CEO

$740,000

3.6%

C. James Koch

Chairman

$395,000

1.3%

William F. Urich

Treasurer and CFO

$407,880

3.0%

John C. Geist

Vice President of Sales

$400,000

12.7%

Thomas W. Lance

Vice President of Operations

$358,000

2.9%


The determinations of the Compensation Committee were approved by the full Board of Directors at the Board’s meeting on February 7, 2013.



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SIGNATURES


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.


 

The Boston Beer Company, Inc.

(Registrant)

 

 

Date:  February 11, 2013

/s/ William F. Urich

 

William F. Urich

Chief Financial Officer

(Signature)*


*   Print name and title of the signing officer under his signature.



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