Attached files
| file | filename |
|---|---|
| EX-99.3 - SUNEDISON, INC. | v181843_ex99-3.htm |
| EX-99.2 - SUNEDISON, INC. | v181843_ex99-2.htm |
| EX-99.1 - SUNEDISON, INC. | v181843_ex99-1.htm |
| EX-99.4 - SUNEDISON, INC. | v181843_ex99-4.htm |
| EX-99.7 - SUNEDISON, INC. | v181843_ex99-7.htm |
| EX-99.5 - SUNEDISON, INC. | v181843_ex99-5.htm |
| EX-99.6 - SUNEDISON, INC. | v181843_ex99-6.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): April 20, 2010
MEMC
Electronic Materials, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or other jurisdiction of
Incorporation)
|
1-13828
(Commission
File Number)
|
56-1505767
(I.R.S.
Employer
Identification
Number)
|
|
501
Pearl Drive (City of O'Fallon)
St.
Peters, Missouri
(636)
474-5000
(Address
of principal executive offices)
|
63376
(Zip
Code)
|
(636)
474-5000
(Registrant's
telephone number, including area code)
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
provision (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.
|
(b), (c)
On April 20, 2010, the Board of Directors of MEMC Electronic Materials, Inc.
(the “Company” or “MEMC”) appointed Denis McCarthy as the Company’s Principal
Accounting Officer. Mr. McCarthy, 50, has held the position of Vice
President and Corporate Controller since April 2006. Prior to joining
the Company, Mr. McCarthy was employed in various roles and capacities with
Motorola, Inc., including most recently with its subsidiary Freescale
Semiconductor, Inc.
Mr.
McCarthy will receive salary, bonus and equity awards, and will participate in
other benefit and compensation plans, at levels consistent with his seniority
and scope of responsibility.
Mr.
McCarthy does not have any relationship or related person transaction with the
Company that would require disclosure pursuant to Item 401(d) of SEC Regulation
S-K. Mr. McCarthy has no related person transaction with the Company
that would require disclosure pursuant to Item 404(a) of SEC Regulation
S-K.
In
connection with the appointment of Mr. McCarthy as the Principal Accounting
Officer of the Company, Timothy C. Oliver will no longer be serving in such
capacity. Mr. Oliver remains the Company’s Senior Vice President and
Chief Financial Officer.
(e) At
the Annual Meeting of Stockholders of the Company held on April 20, 2010, the
Company’s stockholders approved the MEMC Electronic Materials, Inc. 2010 Equity
Incentive Plan (the “2010 Plan”), which the Company’s Board of Directors had
adopted, subject to stockholder approval, on February 21, 2010.
The
Compensation Committee of the Board of Directors administers the 2010 Plan. The
2010 Plan provides for the grant of incentive stock options, nonqualified stock
options, restricted stock units and performance units. Individuals who are
directors of, employees of, prospective employees of, or consultants to MEMC or
a subsidiary of MEMC are eligible to receive awards under the 2010
Plan.
The
Compensation Committee generally has the authority, subject to the terms of the
2010 Plan, to determine when and to whom awards will be granted, the term of the
award, the number of shares covered by the award, and all other terms or
conditions of the awards. The Committee may condition the grant or
vesting of awards on the achievement of performance goals or the passage of time
or both. In the event the Company experiences a change in control (as
defined in the 2010 Plan) and a participant’s employment is terminated by the
Company without “cause” or by the participant for “good reason,” any and all
options and restricted stock awards made under the 2010 Plan shall be
immediately payable in full, and any award agreement with respect to a
performance unit award will terminate and be of no further force and the amounts
payable thereunder in such event shall be as specified in the award
agreement.
The
aggregate number of shares of common stock available for issuance under the 2010
Plan is 15,000,000 plus any and all shares available for grant under the
Company’s 2001 Equity Incentive Plan (the “2001 Plan”) as of December 31,
2010. The 2010 Plan will remain in effect until terminated by the
Compensation Committee. No awards may be granted under the 2010 Plan after
February 21, 2020. The Compensation Committee may at any time amend,
suspend or terminate the 2010 Plan. No amendment, suspension or termination,
however, may adversely affect a grantee’s rights under any previously granted
award without the consent of the grantee. Notwithstanding the
Compensation Committee’s broad authority under the 2010 Plan, MEMC is prohibited
from repricing stock options without stockholder approval.
1
The above
description of the 2010 Plan does not purport to be complete and is qualified in
its entirety by reference to the complete text of the 2010 Plan, which is
attached as Exhibit 99.1 hereto.
The
awards made pursuant to the 2010 Plan will be made by the Board or the
Compensation Committee through the use of various forms of award agreements,
which set forth terms applicable to specific awards. The forms of
these awards agreements were approved by the Compensation Committee of the Board
of Directors on April 20, 2010. The form of Stock Option Agreement is
attached hereto as Exhibit 99.2, the form of Restricted Stock Agreement for
directors is attached hereto as Exhibit 99.3, the form of Restricted Stock
Agreement with time-based vesting is attached hereto as Exhibit 99.4, the form
of Restricted Stock Agreement with performance-based vesting is attached hereto
as Exhibit 99.5, and the form of Performance Unit Award Agreement is attached
hereto as Exhibit 99.6.
Set forth
below is a brief description of each matter voted upon at the Company’s 2010
annual meeting of stockholders held on April 20, 2010, and the voting results
with respect to each matter.
|
|
1.
|
A
proposal to elect four Class III directors to serve for a term expiring in
2013:
|
|
Class III Director
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-
Votes
|
||||
|
Emmanuel
T. Hernandez
|
150,922,738
|
6,120,366
|
146,845
|
21,736,260
|
||||
|
John
Marren
|
150,949,091
|
6,090,125
|
150,733
|
21,736,260
|
||||
|
William
E. Stevens
|
150,914,215
|
6,131,245
|
144,489
|
21,736,260
|
||||
|
James
B. Williams
|
|
145,579,352
|
|
11,446,658
|
|
163,939
|
|
21,736,260
|
|
|
2.
|
A
proposal to ratify the selection of KPMG LLP as the Company’s independent
registered public accounting firm for the year ending December 31,
2010:
|
|
For
|
Against
|
Abstentions
|
Broker Non-
Votes
|
|||
|
177,537,653
|
|
1,185,099
|
|
203,457
|
|
—
|
|
3.
|
A
proposal to approve and adopt the MEMC Electronic Materials, Inc. 2010
Equity Incentive Plan:
|
|
For
|
Against
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Abstentions
|
Broker Non-
Votes
|
|||
|
136,921,145
|
|
18,926,164
|
|
1,342,640
|
|
21,736,260
|
2
Pursuant
to the foregoing votes, Messrs. Hernandez, Marren, Stevens and Williams
were elected to serve as Class III directors, KPMG LLP was ratified as the
Company’s independent registered public accounting firm for the Company’s fiscal
year ending December 31, 2010, and the MEMC Electronic Materials, Inc. 2010
Equity Incentive Plan was approved by the Company’s stockholders.
Item
8.01. Other Events.
The 2010
Plan provides for the “rollover” of shares available for grant under the 2001
Plan as of December 31, 2010. On February 26, 2010, the Company made
minor changes to the 2001 Plan to conform the 2001 Plan to the 2010 Plan, so
that all grants under the 2001 Plan throughout the remainder of 2010 will have
effectively the same terms and conditions as if the grants were made under the
2010 Plan. These changes were made subject to approval by the
Company’s stockholders of the 2010 Plan. The 2001 Plan, as amended
and restated, is attached as Exhibit 99.7 hereto.
Item
9.01. Financial Statements and Exhibits.
|
(d)
Exhibits
|
Item
|
|
|
99.1
|
MEMC
Electronic Materials, Inc. 2010 Equity Incentive Plan
|
|
|
99.2
|
Form
of Stock Option Award Agreement (four-year vesting) under the 2010 Equity
Incentive Plan
|
|
|
99.3
|
Form
of Restricted Stock Award Agreement (outside directors) under the 2010
Equity Incentive Plan
|
|
|
99.4
|
Form
of Restricted Stock Award Agreement (time-based vesting) under the 2010
Equity Incentive Plan
|
|
|
99.5
|
Form
of Restricted Stock Award Agreement (performance-based vesting) under the
2010 Equity Incentive Plan
|
|
|
99.6
|
Form
of Performance Unit Award under the 2010 Equity Incentive
Plan
|
|
|
99.7
|
MEMC
Electronic Materials, Inc. 2001 Equity Incentive Plan, as amended and
restated on February 26,
2010
|
3
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.
|
|
MEMC
ELECTRONIC MATERIALS, INC.
|
|
|
Date:
April 22, 2010
|
By
|
: /s/ Bradley D.
Kohn
|
|
Name: Bradley
D. Kohn
|
||
|
Title:
Senior Vice President – Legal and Business
Development
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||
4
Exhibit
Index
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Number
|
Item
|
|
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99.1
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MEMC
Electronic Materials, Inc. 2010 Equity Incentive Plan
|
|
|
99.2
|
Form
of Stock Option Award Agreement (four-year vesting) under the 2010 Equity
Incentive Plan
|
|
|
99.3
|
Form
of Restricted Stock Award Agreement (outside directors) under the 2010
Equity Incentive Plan
|
|
|
99.4
|
Form
of Restricted Stock Award Agreement (time-based vesting) under the 2010
Equity Incentive Plan
|
|
|
99.5
|
Form
of Restricted Stock Award Agreement (performance-based vesting) under the
2010 Equity Incentive Plan
|
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99.6
|
Form
of Performance Unit Award under the 2010 Equity Incentive
Plan
|
|
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99.7
|
MEMC
Electronic Materials, Inc. 2001 Equity Incentive Plan, as amended and
restated on February 26,
2010
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5