Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - RALCORP HOLDINGS INC /MO | exhibit_99-1.htm |
| EX-10.3 - RESTRICTED STOCK AGREEMENT FOR NON-CEO OFFICER?S - RALCORP HOLDINGS INC /MO | exhibit_10-3.htm |
| EX-10.1 - RESTRICTED STOCK UNIT AGREEMENT FOR CEO?S - RALCORP HOLDINGS INC /MO | exhibit_10-1.htm |
| EX-10.2 - RESTRICTED STOCK UNIT AGREEMENT FOR NON-CEO OFFICER?S - RALCORP HOLDINGS INC /MO | exhibit_10-2.htm |
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):
|
October
9, 2009
|
RALCORP
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Missouri
|
1-12619
|
43-1766315
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
800
Market Street, Suite 2900, Saint Louis,
MO
|
63101
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
314-877-7000
|
____________________________________________________________________
(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))
Only the
items indicated below are covered by this report.
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) On
October 9, 2009, Ralcorp Holdings, Inc. granted the following compensation
awards:
The
Company granted stock appreciation rights (“SAR”) to certain officers including
its named executive officers described in the Company’s 2008 Proxy
Statement. The SAR awards were made under Ralcorp’s previously filed
Amended and Restated 2007 Incentive Stock Plan. One third of the SAR
awards become exercisable on October 9 in the following years: 2012,
2013, and 2014. The SARs have an exercise price of
$56.27. The number of SARs awarded to each Officer is as
follows: K. J. Hunt, Co-Chief Executive Officer and President –
37,500 shares; D. P. Skarie, Co-Chief Executive Officer and President – 37,500
shares; R. R. Koulouris, Corporate Vice President, and President Bremner Food
Group, Inc., The Carriage House Companies, Inc. and Nutcracker Brands, Inc. –
12,500 shares; R. D. Wilkinson, Corporate Vice President, and President Ralston
Foods – 12,500 shares; T. G. Granneman, Corporate Vice President and Controller
– 12,500 shares. The terms of the SAR awards are substantially similar to
the terms of the SAR awards previously granted on September 25, 2008 by the
Registrant and filed as Exhibit 10.1 to the Registrant’s Form 8-K dated October
1, 2008.
Ralcorp
also granted Messrs. Hunt and Skarie 50,000 shares each of restricted stock
units. The restricted stock units vest on October 31, 2011 for
Mr. Skarie and December 31, 2013 for Mr. Hunt. The
restricted stock units have both a performance-based trigger and a continued
employment until retirement age trigger. Both triggers would need to
be achieved for the restricted stock units to vest. The award of
restricted stock units requires both Co-CEOs to agree
to non-competition/non-solicitation/non-hire provisions which require the
Co-CEOs to not engage in these activities for two years after leaving their
employment or the Company’s Board (whichever is later). The foregoing
description of the restricted stock units award is qualified in its entirety by
reference to the restricted stock unit agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Finally,
the Company also awarded to its non-CEO officers an Award of (based on the
written election of the officer) either (i) shares of restricted stock, or (ii)
restricted stock units that are payable in shares of common stock on a
one-for-one basis (the “Award”) as follows: R. R. Koulouris – 15,000
shares/units, R. D. Wilkinson – 15,000 shares/units and T. G. Granneman – 12,500
shares/units. For the restricted stock units, no stock issuance is made
until six months after employment ceases. Since the awardees' ages
range from 45 to 60 years of age, the recipients may value deferring payment of
the Award until retirement. Similar to the Co-CEOs’ restricted stock
units award, this Award has both a performance-based trigger and a continued
employment until retirement age trigger, and both triggers would need to be
achieved for the Award to vest. The Award also requires agreement to
non-competition/non-solicitation/non-hire provisions applicable for a one year
period following termination of employment. The foregoing description
of the Award is qualified in its entirety by reference to the Agreements, copies
of which are attached hereto as Exhibits 10.2 and 10.3 and incorporated herein
by reference.
|
Item
8.01.
|
Other
Events.
|
On
October 15, 2009, the Company filed a press release announcing its new General
Counsel and Secretary, attached as Exhibit 99.1.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
Exhibit
10.1
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Unit Agreement for
CEOs
|
|
Exhibit
10.2
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Unit Agreement for non-CEO
Officers
|
|
Exhibit
10.3
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Agreement for non-CEO
Officers
|
|
Exhibit
99.1
|
Press
Release announcing new General Counsel and
Secretary
|
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 thereunto
duly authorized.
|
RALCORP
HOLDINGS, INC.
|
|
|
(Registrant)
|
|
Date:
|
October
15, 2009
|
By /s/
T. G. Granneman
|
|
T.
G. Granneman
|
||
|
Duly
Authorized Signatory and
|
||
|
Chief
Accounting Officer
|
EXHIBITS
|
Exhibit
|
Description
|
|
Exhibit
10.1
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Unit Agreement for
CEOs
|
|
Exhibit
10.2
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Unit Agreement for non-CEO
Officers
|
|
Exhibit
10.3
|
Form
of 2009 Ralcorp Holdings, Inc. Restricted Stock Agreement for non-CEO
Officers
|
|
Exhibit
99.1
|
Press
Release announcing new General Counsel and
Secretary
|