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

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 11, 2011, upon the recommendation of the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of the Company (the “Board”), the Board took the following actions regarding its executive officers’, including its Chief Executive Officer’s, compensation for fiscal years 2010 and 2011:

A. Award of 2010 Performance-Based Cash Bonuses, Performance-Based Equity and Discretionary Cash and Equity Awards:

     Pursuant to the terms of the 2010 Executive Bonus and Equity Program, the two components of the target award for both the performance-based cash bonus award and the performance based equity bonus award are pre-determined financial and strategic goals.

     The cash bonus that an executive officer could earn under the 2010 Executive Bonus Program is determined based upon achievement of the predetermined financial and strategic goals. Each executive officer, excluding the chief executive officer, may earn: (1) between zero and twenty-five percent (25%) of base salary depending on the achievement of pre-determined strategic goals; and (2) between zero and thirty-seven and one half percent (37.5%) (with a target of twenty-five percent (25%) of base salary) of base salary depending on the achievement of Company and regional goals with respect to adjusted income from continuing operations. The regional presidents’ financial goals are based upon the Company achieving its overall goal of adjusted income from continuing operations (weighted at seventy-five percent (75%)) and on whether the regional President’s specific region achieves its goal of adjusted income from continuing operations (weighted at twenty-five percent (25%)). Achievement of financial goals by all executives other than regional Presidents is based solely on whether the Company achieves its overall target for adjusted income from continuing operations without regard to regional performance. The cash bonus that the chief executive officer may earn is 1) between zero and fifty percent (50%) of base salary depending on the achievement of pre-determined strategic goals and (2) between zero and seventy-five percent (75%) (with a target of fifty percent (50%) of base salary) of base salary depending on the achievement of the Company’s goals with respect to adjusted income from continuing operations.

     The Committee determined that the Company achieved the maximum performance criteria for the financial metrics resulting in 150% of the target award for the Company financial component of the cash bonus program. The Committee also determined that the EMEA region achieved the maximum performance with respect to the Regional financial component of the cash bonus program resulting in 150% of the target award for the Regional financial component of the cash bonus program and that the Asia-Pacific and Americas Regions achieved performance resulting in 100% of the target award for the Regional financial component of the cash bonus program. Finally, the Committee also determined that 100% of the strategic goals were achieved resulting in 100% of the target award for the strategic component of the cash bonus program being earned. Since these financial and strategic goals were achieved, the Committee also determined that the Company’s executive officers should each receive 100% of his potential performance based equity, which was granted as restricted stock units (“RSUs”) under the Company’s 2004 Long-Term Incentive Plan (the “Plan”).

The following table sets forth the performance-based cash and equity bonus awards for 2010:

						Performance
						Goal
						Achievement
						RSUs
						Awarded for
		Performance Goal Achievement				Fiscal 2010
Executive Officer		Cash Bonus for Fiscal Year 2010				(1)
Robert J. Laikin, Chairman of the Board and Chief Executive Officer		$	1,125,000				216,644
J. Mark Howell, President, Americas		$	344,375				99,725
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer		$	334,375				91,988
Steven E. Fivel, Executive Vice President, General Counsel and Secretary		$	273,594				75,267
R. Bruce Thomlinson, President Asia Pacific		AUS$393,857					98,708
Jac Currie, Chief Information Officer		$	305,781				67,297
Anurag Gupta President, Europe, Middle East and Africa		$	296,875				64,477

     The executive officers set forth below also each received, as a result of the Committee’s determination that Company exceeded all performance objectives and that the individual executives had performed exceptionally well during the 2010 fiscal year, discretionary cash and equity awards (the equity awards being granted as RSUs under the Plan) for 2010. The discretionary awards are set forth below:

						Discretionary
						RSUs Awarded
						for Fiscal 2010
Executive Officer		Discretionary Cash Awarded for Fiscal 2010				(1)
Robert J. Laikin, Chairman of the Board and Chief Executive Officer		$	0				78,802
J. Mark Howell, President, Americas		$	150,000				15,760
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer		$	100,000				7,880
Steven E. Fivel, Executive Vice President, General Counsel and Secretary		$	100,000				0
R. Bruce Thomlinson, President Asia Pacific		$	50,000				11,820
Jac Currie, Chief Information Officer		$	50,000				11,820
Anurag Gupta President, Europe, Middle East and Africa		$	100,000				15,760

B. 2011 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. The Base Salary effective in 2011 for each of the Company’s executive officers is set forth below:

		REVISED BASE
EXECUTIVE OFFICER		SALARY
Robert J. Laikin, Chairman of the Board and Chief Executive Officer		$	990,000
J. Mark Howell, President, Americas		$	650,000
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer		$	550,000
Steven E. Fivel, Executive Vice President, General Counsel and Secretary (1)		$	437,750
R. Bruce Thomlinson, President, Asia Pacific		AUS $675,000
Jac Currie, Chief Information Officer		$	510,000
Anurag Gupta President, Europe, Middle East and Africa		$	550,000

     The Committee recommended approval of and the Board approved the 2011 Executive Bonus and Equity Program (the “Program”). The Program will continue to use adjusted income from continuing operations as the Financial Target metric and will evaluate the achievement of certain strategic goals, as set forth in the Program, as the Strategic Target goals to determine cash and equity bonus payments. The target bonus opportunities available to certain senior executive officers under the Program are as follows:

Adjusted Income from

Continuing

Operations (AICO)

from 75% to 99% of

AICO from 100% to

Operating Plan

124% of Operating

AICO of 125% or more

Goal:

Plan Goal:

of Operating Plan Goal:

Target Bonus

50% of AICO Target

100% of AICO Target

150% of AICO Target

Executive Officer (1)

Opportunity

Opportunity Earned (2)

Opportunity Earned (2)

Opportunity Earned (2)

Robert J.

100% of Base

Bonus

Bonus

Bonus

Laikin, Chairman of

Salary -

Opportunity:

Opportunity:

Opportunity:

the Board and Chief

$990,000

$742,500

$990,000

$1,237,500

Executive Officer

J. Mark Howell,

50% of Base

Bonus

Bonus

Bonus

President,

Salary -

Opportunity:

Opportunity:

Opportunity:

Americas

$325,000

$243,750

$325,000

$406,250

Anthony Boor,

50% of Base

Bonus

Bonus

Bonus

Executive Vice

Salary -

Opportunity:

Opportunity:

Opportunity:

President, Chief

$275,000

$206,250

$275,000

$343,750

Financial Officer and Treasurer

R. Bruce

50% of Base

Bonus

Bonus

Bonus

Thomlinson,

Salary -

Opportunity:

Opportunity:

Opportunity:

President, Asia Pacific

AUS $337,500

AUS $253,125

AUS $337,500

AUS $421,875

Jac Currie, Chief

50% of Base

Bonus

Bonus

Bonus

Information Officer

Salary -

Opportunity:

Opportunity:

Opportunity:

$255,000

$191,250

$255,000

$318,750

Anurag Gupta

50% of Base

Bonus

Bonus

Bonus

President, Europe,

Salary -

Opportunity:

Opportunity:

Opportunity:

Middle East and Africa

$275,000

$206,250

$275,000

$343,750

     The Board approved, upon the recommendation of the Committee, the continued offering, as part of the overall compensation program, of the 2011 Executive Equity Program that is administered in accordance with the Plan. On February 11, 2011, the Company’s executive officers were granted the following performance based RSUs. The grants made pursuant to the 2011 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 goals (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 one-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 (1)		Salary)				Number of RSUs
Robert J. Laikin, Chairman of the Board and Chief Executive Officer			250	%			195,035
J. Mark Howell, President, Americas			150	%			76,832
Anthony Boor, Executive Vice President, Chief Financial Officer and Treasurer			150	%			65,012
R. Bruce Thomlinson(2), President Asia Pacific, Middle East and Africa			150	%			79,787
Jac Currie, Chief Information Officer			125	%			50,236
Anurag Gupta, President Europe, Middle East and Africa			150	%			65,012

C. Directors Compensation.

     On November 9, 2010, upon the recommendation of the Corporate Governance and Nominating Committee of the Board, the Board approved an increase of $15,000 in the annual retainer paid to each Independent Director, thereby increasing the annual retainer for each Independent Director to $135,000 per year to be paid entirely in cash. The Board also approved the continued payment of additional cash compensation to the Chairs of the Audit, Compensation and Human Resources and Corporate Governance and Nominating Committees in the amounts of $80,000, $30,000 and $30,000, respectively. The Lead Independent Director will continue to receive an annual cash retainer of $250,000, but will not be eligible to receive any additional compensation for Board service, including serving as Chair of a committee.

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.

Date: February 16, 2011