0001193125-17-019896.txt : 20170126 0001193125-17-019896.hdr.sgml : 20170126 20170126165832 ACCESSION NUMBER: 0001193125-17-019896 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170124 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170126 DATE AS OF CHANGE: 20170126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] 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: 17550454 BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124601900 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 8-K 1 d333145d8k.htm FORM 8-K Form 8-K

 

 

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: January 24, 2017

 

 

LEUCADIA NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York   1-5721   13-2615557

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

520 Madison Avenue, New York, New York   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 212-460-1900

(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. Compensatory Arrangements of Certain Officers.

On January 24, 2017, our Compensation Committee approved 2016-related bonuses for certain of our executive officers, which are set forth below.

 

Executive Officer

   

Bonus Awarded for 2016

Michael J. Sharp

    $2.5 million restricted cash

General Counsel, Leucadia

    $1 million restricted stock

General Counsel, Jefferies Group

   

Teresa S. Gendron

    $1 million cash

Chief Financial Officer, Leucadia

   

Joseph S. Steinberg

    2013 related: $667,421

Chairman, Leucadia

    2016 related: $556,534
  

 

  

Total: $1,223,955 *

 

* Mr. Steinberg’s bonus reflects a cash payment of $667,421 representing a 2013 certified bonus on unrecognized gain associated with the sale of Inmet Mining Corporation and $556,534 of cash and securities paid to Mr. Steinberg by investee companies for Mr. Steinberg’s service as a director of such investee companies.

The Compensation Committee also approved the 2017 performance-based bonus program for Mr. Sharp. For 2017, Mr. Sharp will be entitled to an incentive cash bonus in an amount between $0 and $4 million. The entire incentive bonus will be dependent upon Leucadia National Corporation’s 2017 consolidated earnings before income taxes. The incentive program approved by the Compensation Committee provides for no annual incentive bonus if the minimum threshold level of performance is not achieved, a target incentive bonus of $3.5 million for target performance and the maximum bonus if performance equals or exceeds the top performance threshold level. Performance falling between these levels of performance will result in an amount of bonus interpolated between such threshold levels. The Compensation Committee reserved the absolute right to take into consideration additional performance measures in determining whether to reduce the calculated bonus award. The Compensation Committee may choose to pay a portion of the bonus in restricted equity.

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.

 

     LEUCADIA NATIONAL CORPORATION
Date: January 26, 2017     

/s/ Roland T. Kelly

     Roland T. Kelly
     Assistant Secretary and
     Associate General Counsel