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): 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)
Registrant’s 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 Officer’s, 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 Company’s executive officers each received 100% of his potential performance-based equity (granted as restricted stock units (“RSUs”) under the Company’s 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 Committee’s 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 Company’s 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 Company’s 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 Company’s success during the global economic downturn, the upon recommendation of the Compensation and Human Resources Committee, the Board voted to reinstate the Company’s 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 Company’s 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. Thomlinson’s 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