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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 4, 2010
BURGER KING HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 1-32875 | 75-3095469 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
5505 Blue Lagoon Drive
Miami, Florida
(Address of Principal Executive Offices)
Miami, Florida
(Address of Principal Executive Offices)
33126
(Zip Code)
(Zip Code)
(305) 378-3000
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(c) Appointment of New Principal Executive Officer
The Board of Directors of Burger King Holdings, Inc. (the Company) has appointed
Bernardo Hees as the Chief Executive Officer of the Company, effective November 4,
2010. Mr. Hees, 41, joined 3G Capital Partners Ltd. (3G Capital) as a Partner in
July 2010. Mr. Hees was Chief Executive Officer of America Latina Logistica (ALL),
Latin Americas largest railroad and logistics company, from January 2005 until
September 2010 and continues to serve as a member of its board of directors. Mr. Hees
joined ALL in 1998 as a logistics analyst, subsequently holding various positions,
including operational planning manager, chief financial officer and commercial officer
and, in 2004, the position of Director-Superintendent.
3G Capital, an investment firm with its principal office located in New York City, is
an affiliate of 3G Special Situations Fund II, L.P., which owns 100% of the Company.
Mr. Hees will receive an annual base salary of $750,000. His target annual cash bonus
opportunity is 200% of his base salary, as determined under the annual incentive plan
maintained by the Company. If the Company does not achieve the threshold performance
goals established by the Compensation Committee of the Board for a fiscal year, Mr.
Hees will not be entitled to receive an annual bonus for such fiscal year.
In addition, the Company intends to grant to Mr. Hees options to purchase Company
common stock with an aggregate grant date value of $10 million, an exercise price
equal to the fair market value on the grant date and a five-year vesting period. The
grant will be subject to the Companys equity plan providing for equity-based
incentive compensation to be adopted by the Company.
Mr. Hees will also receive a relocation allowance of $250,000 and temporary housing
through February 2011. If Mr. Hees voluntarily leaves his employment with the Company
or if he is terminated for cause within one year of his effective date, he will be
required to reimburse the Company for the entire amount of the relocation allowance.
Mr. Hees will enter into an agreement with the Company pursuant to which he will agree
to maintain the confidentiality of our information and not to compete with the Company
or solicit our employees or franchisees during his employment and for one year after
termination of employment.
(d) Election of Director
On November 4, 2010, Burger King Worldwide Holdings, Inc., the sole shareholder of the
Company, elected Bernardo Hees as a new director. Mr. Hees also will serve as a
member of the Executive Committee of the Board. As an officer of the Company, Mr.
Hees will not receive any compensation provided to the Companys non-management
directors.
As noted above, Mr. Hees is a Partner of 3G Capital, which is an affiliate of 3G
Special Situations Fund II, L.P., the owner of 100% of the Company.
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SIGNATURE
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 hereunto duly authorized.
BURGER KING HOLDINGS, INC. |
||||
By: | /s/ Ben K. Wells | |||
Ben K. Wells | ||||
Chief Financial Officer | ||||
Date: November 10, 2010
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