Attached files
| file | filename |
|---|---|
| EX-99.1 - FOSTER WHEELER AG | v169551_ex99-1.htm |
| EX-99.3 - FOSTER WHEELER AG | v169551_ex99-3.htm |
| EX-99.2 - FOSTER WHEELER AG | v169551_ex99-2.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): December 17,
2009
FOSTER
WHEELER AG
(Exact Name of Registrant as Specified in Its Charter)
|
Switzerland
(State
or Other Jurisdiction
of
Incorporation)
|
001-31305
(Commission
File
Number)
|
98-0607469
(IRS
Employer
Identification
No.)
|
|
Perryville
Corporate Park, Clinton, New Jersey
(Address
of Principal Executive Offices)
|
08809-4000
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: 908-730-4000
|
|
|
Not
applicable
(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
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Resignation of Named
Executive Officer
On December 17, 2009, Foster Wheeler AG
(the “Company”) announced that Peter J. Ganz, the Company’s Executive Vice
President, General Counsel and Secretary, has resigned, effective December 31,
2009, as a result of his decision not to relocate to the Company’s new
operating headquarters in Geneva, Switzerland, which was also announced that
day. Mr. Ganz’s resignation constitutes a resignation by Mr. Ganz for
“Good Reason” (as defined in the Amended and Restated Employment Agreement (the
“Ganz Employment Agreement”), dated as of May 6, 2008, between Mr. Ganz and
Foster Wheeler Inc., a wholly owned indirect subsidiary of the Company) as a
result of the relocation of his principal business location of greater than
fifty (50) miles.
In connection with his separation, Mr.
Ganz will receive benefits as provided under the Ganz Employment Agreement,
including the following:
|
|
·
|
An
amount, payable in a lump sum, equal to the sum of (i) twenty-four (24)
months of Mr. Ganz’s base salary plus (ii) 200% of Mr. Ganz’s annual cash
incentive payment at his current target award
opportunity;
|
|
|
·
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Two
years of continued health and welfare benefit plan coverage at active
employee levels; and
|
|
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·
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Full
vesting of all stock options and restricted stock
units.
|
In
addition, Mr. Ganz will also receive an annual cash incentive award for 2009
calculated and determined in the same manner as if Mr. Ganz remained in his
current position, payable in a lump sum at the same time such awards are paid to
other executives of the Company but no later than March 15, 2010.
The
Company also announced that, effective January 1, 2010, Michelle Davies,
currently General Counsel of Foster Wheeler Energy Limited, the Company’s
largest subsidiary, has been named Acting General Counsel of the Company and
Eric Sherbet, currently Vice President and Deputy General Counsel-Corporate of
Foster Wheeler Inc., has been named Corporate Secretary of the
Company.
A copy of
the press release announcing the resignation of Mr. Ganz and the election of Ms.
Davies and Mr. Sherbet is attached hereto as Exhibit 99.1 and incorporated into
this Item 5.02 by reference.
Item
8.01 Other Events
Relocation of Operating
Headquarters
On December 17, 2009, the Company
announced that its Board of Directors has approved management’s proposal to
relocate the Company’s operating headquarters to Geneva,
Switzerland. The Company will continue to remain domiciled in Zug,
Switzerland. The decision is effective immediately, the transition
has already begun and the affected executives will begin operating from
Switzerland in January 2010.
A copy of
the press release announcing the relocation of the Company’s operating
headquarters is attached hereto as Exhibit 99.2 and incorporated into this Item
8.01 by reference.
Senior Leadership Succession
Plan
On December 17, 2009, the Company
announced that its Board of Directors has approved the following senior
leadership succession plan:
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|
·
|
Effective
June 1, 2010, Raymond J. Milchovich, Chairman of the Board of Directors
and Chief Executive Officer of the Company, will relinquish his
responsibilities as Chief Executive Officer and will become the
Non-Executive Chairman of the Board of Directors and a consultant to the
Company through October 2011;
|
|
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·
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Effective
June 1, 2010, Robert C. Flexon, currently President of Foster Wheeler USA
Corporation, a wholly owned indirect subsidiary of the Company, will
become the Chief Executive Officer of the Company;
and
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2
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·
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Umberto
della Sala, President and Chief Operating Officer of the Company, has
agreed to extend the term of his employment with the Company through 2013,
subject to the execution of a mutually agreeable amendment to Mr. della
Sala’s employment agreements.
|
A copy of
the press release announcing the approval of the senior leadership succession
plan is attached hereto as Exhibit 99.3 and incorporated into this Item 8.01 by
reference.
3
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
|
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99.1
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Press
Release announcing resignation of Peter J. Ganz, dated December 17,
2009.
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99.2
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Press
Release announcing relocation of the Company’s operating headquarters,
dated December 17, 2009.
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99.3
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Press
Release announcing approval of senior leadership succession plan, dated
December 17, 2009.
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4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FOSTER
WHEELER AG
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||
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DATE: December 21,
2009
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By:
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/s/ Peter J. Ganz
|
|
Peter
J. Ganz
Executive
Vice President, General Counsel and
Secretary
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||
5
EXHIBIT
INDEX
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Exhibit No.
|
Description
|
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99.1
|
Press
Release announcing resignation of Peter J. Ganz, dated December 17,
2009.
|
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99.2
|
Press
Release announcing relocation of the Company’s operating headquarters,
dated December 17, 2009.
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99.3
|
Press
Release announcing approval of senior leadership succession plan, dated
December 17, 2009.
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6