-----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, MZX0ix+jyl76Rmk0SCrdrH+z9Ll8GPSQnYg/MBQ7CaSVkw9bb1YZ99RVxgU4KsRd RjRbjHYmR/ZBuF+mcgxezg== 0000909518-10-000333.txt : 20100513 0000909518-10-000333.hdr.sgml : 20100513 20100513171039 ACCESSION NUMBER: 0000909518-10-000333 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100510 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05721 FILM NUMBER: 10829539 BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 MAIL ADDRESS: STREET 1: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 8-K 1 mm05-1310_8k.htm FORM 8-K mm05-1310_8k.htm
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):    May 10, 2010

 
LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
NEW YORK
(State or Other Jurisdiction of Incorporation)
 
 
1-5721
13-2615557
(Commission File Number)
(IRS Employer Identification No.)
 
   
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK
10010
(Address of Principal Executive Offices)
(Zip Code)
 
 
212-460-1900
(Registrant’s Telephone Number, 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:

|_| 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.

(e) and (f)
 
On May 10, 2010, the Compensation Committee of the Board of Directors of Leucadia National Corporation (the “Company”) awarded performance bonuses for 2009 of $2,000,000 (the “2009 Bonus”) to each of Ian M. Cumming and Joseph S. Steinberg, Chairman of the Board and President, respectively, of the Company.  The 2009 Bonuses were awarded under the Company’s shareholder approved 2003 Senior Executive Annual Incentive Bonus Plan (the “Bonus Plan”), which provides for an annual incentive bonus to each of Messrs. Cumming and Steinberg in an amount equal to 1.35% of the audited pre-tax earnings of the Company and its consolidated subsidiaries for each year through 2014, subject to reduction by the Compensation Committee, in its sole discretion.  Although the maximum amount of the bonus that could have been paid to each of Mr. Cumming and Mr. Steinberg under the Bonus Plan was $7,870,365, the Committee exercised its discretion and determined to pay only $2,000,000 to each of Mr. Cumming and Mr. Steinberg at this time. The Committee determined that it would, at an appropriate time in the future, re-consider whether to pay any of the remaining portion of the maximum 2009 bonus that could have been paid under the Bonus Plan.  The Bonus Plan is designed so that the cash bonuses awarded under it will qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code.
 
After giving effect to the 2009 Bonus, the amounts reflected in the Summary Compensation Table contained in the Company’s Proxy Statement dated April 7, 2010 under the columns “Bonus” and “Total” would have increased by the amount of the 2009 Bonus for each of Messrs. Cumming and Steinberg.  As a result, total compensation as reflected in the Summary Compensation Table for 2009 would have been $3,011,850 for Mr. Cumming and $3,184,338 for Mr. Steinberg.
 
Item 5.07                      Submission of Matters to a Vote of Security Holders.
 
The following matters were submitted to a vote of shareholders at the Company’s 2010 Annual Meeting of Shareholders held on May 10, 2010.
 
  Election of directors:
   
Number of Shares
  
   
For
Withheld
Broker Non-Votes
  
 
Ian M. Cumming
174,718,882
10,037,385
29,555,969
  
 
Paul M. Dougan
183,233,986
1,522,281
29,555,969
  
 
Alan J. Hirschfield
184,293,958
462,309
29,555,969
  
 
James E. Jordan
183,466,813
1,289,454
29,555,969
  
 
Jeffrey C. Keil
184,120,115
636,152
29,555,969
  
 
Jesse Clyde Nichols, III
183,454,581
1,301,686
29,555,969
  
 
Michael Sorkin
184,373,620
382,647
29,555,969
  
 
Joseph S. Steinberg
182,654,824
2,101,443
29,555,969
  


 
2
 

 
Ratification of PricewaterhouseCoopers LLP, as independent auditors for the
 
year ended December 31, 2010.

 
For
   212,743,125
  
 
Against
       1,414,128
  
 
Abstentions
          154,983
  
 
 
 
 
 
 
 
 
 
 

 
 
3
 

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.

Date:  May 13, 2010
      
 
LEUCADIA NATIONAL CORPORATION
       
 
By:
  /s/  Joseph A. Orlando
 
Name:
Joseph A. Orlando
 
Title:
Vice President and Chief Financial Officer

 
 

 
 
 
 
 
 
 
 
 
 
 
4
 

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