UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 19, 2009
BRIGHTPOINT, INC.
(Exact name of registrant as specified in its charter)
Indiana | 1-12845 | 35-1778566 | ||
(State or Other | (Commission | (IRS Employer | ||
Jurisdiction of | File Number) | Identification No.) | ||
Incorporation) |
7635 Interactive Way, Suite 200, Indianapolis, Indiana | 46278 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code (317) 707-2355
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory arrangements of certain officers.
On February 19, 2009, upon the recommendation of the Compensation and Human Resources
Committee (the Committee) of the Board of Directors of the Company, the Board of Directors took
the following actions regarding its executive officers, including its Chief Executive Officers,
compensation for fiscal years 2009 and 2010:
A. | Award of 2009 Performance-Based and Discretionary Equity Awards: |
The Committee determined that the Company achieved predetermined financial goals and strategic
milestones for the full year, which accounted for 100% of the maximum performance- based award that
could be received. Accordingly, pursuant to the 2009 Executive Equity Program, each of Companys
executive officers each received 100% of his potential performance-based equity (granted as
restricted stock units (RSUs) under the Companys Amended and Restated 2004 Long-Term Incentive
Plan (the Plan)), bonus for the year ended December 31, 2009. The following table sets forth
the performance-based equity bonus awards for 2009:
Performance Goal | ||||
Achievement RSUs | ||||
Awarded for Fiscal 2009 | ||||
Executive Officer |
(1) | |||
Robert J. Laikin, Chairman of the Board and Chief Executive Officer |
270,000 | |||
J. Mark Howell, Co-Chief Operating Officer and President, Americas |
137,500 | |||
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer |
112,500 | |||
Steven E. Fivel, Executive Vice President, General Counsel and Secretary |
85,000 | |||
R. Bruce Thomlinson, President Asia Pacific |
103,564 | |||
Jac Currie, Chief Information Officer |
95,000 |
Performance Goal | ||||
Achievement RSUs | ||||
Awarded for Fiscal 2009 | ||||
Executive Officer | (1) | |||
Anurag Gupta
President, Europe, Middle East and Africa (2) |
25,000 |
(1) | The performance based RSUs vested as to one-third on February 3, 2010 and will vest as to one-third on each of February 3, 2011 and February 3, 2012. | |
(2) | Anurag Gupta was named President, Europe, Middle East and Africa in January 2010. |
The executive officers set forth below also each received, as a result of the Committees
determination that they had performed exceptionally well during the challenging 2009 fiscal year,
discretionary equity awards (granted as RSUs under the Plan) for 2009. The discretionary equity
awards are set forth below:
Executive Officer | Discretionary RSUs Awarded for Fiscal 2009 | |||
Robert
J. Laikin, Chairman of the Board and Chief Executive Officer |
123,796 | |||
J. Mark Howell, Co-Chief Operating Officer and President, Americas |
85,970 | |||
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer |
79,092 | |||
Steven E. Fivel, Executive Vice President, General Counsel and Secretary |
29,230 | |||
R. Bruce Thomlinson, President Asia Pacific |
39,851 | |||
Jac Currie, Chief Information Officer |
32,669 | |||
Anurag Gupta President, Europe, Middle East and Africa |
44,704 |
B. 2010 Compensation.
As a result of the continued strong efforts of the executive officers and their ongoing
contributions to the Companys success, the Board voted to increase the base salary for all senior
executive officers with the exception of Mr. Laikin who requested that the Compensation and Human
Resources Committee not recommend to the Board of Directors an increase to his base salary and the
Compensation and Human Resources Committee reluctantly accepted his proposal.
The Base Salary effective in 2010 for the Companys senior executive officers are set forth below:
EXECUTIVE OFFICER | REVISED BASE SALARY | |||
Robert J.
Laikin, Chairman of the Board and Chief Executive Officer |
$ | 900,000 | ||
J. Mark Howell, Co-Chief Operating Officer and President, Americas |
$ | 580,000 | ||
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer |
$ | 535,000 | ||
Steven E. Fivel, Executive Vice President, General Counsel and Secretary |
$ | 437,750 | ||
R. Bruce Thomlinson, President, Asia Pacific |
AUS $663,338 | |||
Jac Currie, Chief Information Officer |
$ | 489,250 | ||
Anurag Gupta President, Europe, Middle East and Africa |
$ | 375,000 |
In light of the Companys success during the global economic downturn, the upon
recommendation of the Compensation and Human Resources Committee, the Board voted to reinstate the
Companys Executive Bonus Program for 2010. The 2010 Executive Bonus Program (the Program) will
use an adjusted income from continuing operations as a Financial Target metric and will evaluate
the achievement of certain strategic measures as a Strategic Target as set forth in the Program to
determine bonus payments. The target bonus opportunities available to certain senior executive
officers under the Program are as follows:
Income from | ||||||||
Continuing | ||||||||
Operations (ICO) | ||||||||
from 75% to 99% of | ICO from 100% to | |||||||
Operating Plan | 124% of Operating | ICO of 125% or more | ||||||
Goal: | Plan: | of Operating Plan: | ||||||
Target Bonus | 50% of Target | 100% of Target | 150% of Target | |||||
Executive Officer | Opportunity | Opportunity Earned | Opportunity Earned | Opportunity Earned | ||||
Robert J. |
100% of Base | Bonus | Bonus | Bonus | ||||
Laikin, Chairman of |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
the Board
and Chief Executive |
$900,000 | $450,000 | $900,000 | $1,350,000 | ||||
Officer |
||||||||
J. Mark Howell, |
50% of Base | Bonus | Bonus | Bonus | ||||
Co-Chief Operating |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
Officer and
President, Americas |
$290,000 | $145,000 | $290,000 | $435,000 | ||||
Anthony Boor, |
50% of Base | Bonus | Bonus | Bonus | ||||
Executive Vice |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
President, Chief
Financial Officer
and Treasurer |
$267,500 | $133,750 | $267,500 | $401,250 | ||||
Steven E. Fivel, |
50% of Base | Bonus | Bonus | Bonus | ||||
Executive Vice |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
President, General
Counsel and
Secretary |
$218,875 | $109,438 | $218,875 | $328,313 |
Income from | ||||||||
Continuing | ||||||||
Operations (ICO) | ||||||||
from 75% to 99% of | ICO from 100% to | |||||||
Operating Plan | 124% of Operating | ICO of 125% or more | ||||||
Goal: | Plan: | of Operating Plan: | ||||||
Target Bonus | 50% of Target | 100% of Target | 150% of Target | |||||
Executive Officer | Opportunity | Opportunity Earned | Opportunity Earned | Opportunity Earned | ||||
R. Bruce |
50% of Base | Bonus | Bonus | Bonus | ||||
Thomlinson, |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
President, Asia
Pacific |
AUS $331,669 | AUS $165,835 | AUS $331,669 | AUS $497,504 | ||||
Jac Currie, Chief |
50% of Base | Bonus | Bonus | Bonus | ||||
Information Officer |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
$244,625 | $122,313 | $244,625 | $366,938 | |||||
Anurag Gupta |
50% of Base | Bonus | Bonus | Bonus | ||||
President, Europe, |
Salary - | Opportunity: | Opportunity: | Opportunity: | ||||
Middle East and
Africa |
$187,500 | $93,750 | $187,500 | $281,250 | ||||
The Board approved, upon the recommendation of the Compensation and Human Resources Committee,
to continue to offer, as part of the overall compensation program, the 2010 Executive Equity
Program. administered in accordance with the Plan. On February 19, 2010, the Companys executive
officers were granted the following performance based RSUs. The grants made pursuant to the
2010 Executive Equity Program are subject to forfeiture, in whole or in part, if the Company does
not achieve certain performance goals, as determined by the Committee, weighted as follows: (i)
adjusted income from continuing operations (up to 50%) and (ii) strategic objectives (up to 50%).
If any or all of the performance goals are not achieved, then the corresponding percentage of the
RSUs granted would be forfeited. Those RSUs no longer subject to forfeiture vest in three equal
annual installments beginning with the first third vesting on the first anniversary of the grant,
subject to, and in accordance with the Plan and the RSU agreements entered into between the Company
and the grantee.
Target Equity Award | ||||||||
(Up to % of Base | ||||||||
Name and Position | Salary) | Number of RSUs | ||||||
Robert J.
Laikin, Chairman of the Board and Chief Executive Officer |
175 | % | 216,644 | |||||
J. Mark Howell, Co-Chief Operating Officer and President, Americas |
125 | % | 99,725 | |||||
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer |
125 | % | 91,988 | |||||
Steven E. Fivel, Executive Vice President, General Counsel and Secretary |
100 | % | 75,267 | |||||
R. Bruce Thomlinson(1), President Asia Pacific, Middle East and Africa |
125 | % | 98,708 | |||||
Jac Currie, Chief Information Officer |
100 | % | 67,297 | |||||
Anurag Gupta, President Europe, Middle East and Africa |
125 | % | 64,477 |
(1) | Mr. Thomlinsons equity target was converted by using an exchange rate of 1 AUS$ = 0.8655 US$ |
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.
BRIGHTPOINT, INC. (Registrant) |
||||
By: | /s/ Steven E. Fivel | |||
Steven E. Fivel | ||||
Executive Vice President and General Counsel | ||||
Date: February 25, 2009