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EX-10.1 - EX-10.1 - ACCURIDE CORPa11-10939_3ex10d1.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 26, 2011

 

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-32483

 

61-1109077

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

7140 Office Circle, Evansville, IN

 

47715

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (812) 962-5000

 

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.

 

Effective April 28, 2011 the Board of Directors (the “Board”) of Accuride Corporation (the “Company”) approved restricted stock unit (“RSU”) grants to the following named executive officers, as follows:

 

Award Recipient

 

Title

 

RSU’s

Richard F. Dauch

 

President & Chief Executive Officer

 

74,297

James H. Woodward, Jr.

 

Senior Vice President/Chief Financial Officer

 

18,011

James J. Maniatis

 

Senior Vice President/Human Resources

 

14,409

Richard F. Schomer

 

Senior Vice President/Marketing & Sales

 

14,409

 

The RSUs entitled the recipients to receive a corresponding number of shares of the Company’s common stock on the date the RSU vests. The RSUs were granted under the terms of the Company’s Amended and Restated 2010 Incentive Award Plan and are evidenced by the form Restricted Stock Unit Award Agreement in the form filed herewith as Exhibit 10.1.  The RSUs vest annually over a four year period, with 20% vesting on each of May 18, 2012, May 18, 2013, and May 18, 2014, and the final 40% vesting on May 18, 2015, subject to the employee’s continued employment with the Company.  The RSUs will fully vest upon a change in control of the Company, as defined in the Restricted Stock Unit Agreement. Unvested RSUs will be forfeited and any gain received from the shares of common stock received upon vesting in the RSUs is recoverable in the event that the recipient engages in certain prohibited activities within 24 months of the receipt of the shares, which include violating any noncompete, nonsolicitation, confidential and proprietary information, or non-disclosure agreements or covenants.

 

The foregoing description the form Restricted Stock Unit Award Agreement does not purport to be complete and are qualified in its entirety by reference to the complete text of the relevant agreement, which is filed as Exhibit 10.1 to this report, and incorporated herein by reference.

 

Item 5.07.              Submission of Matters to a Vote of Security Holders

 

The Company held its Annual Meeting of Stockholders on April 26, 2011. The stockholders considered five proposals.  The proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2011.

 

Proposal 1: Election of seven (7) directors to hold office until the 2012 Annual Meeting:

 

 

 

Votes For

 

Votes Withheld

 

Keith E. Busse

 

30,137,722

 

4,181,736

 

Richard F. Dauch

 

34,262,641

 

56,817

 

Benjamin C. Duster, IV

 

29,976,671

 

4,342,787

 

Robert J. Kelly

 

30,102,161

 

4,217,297

 

William M. Lasky

 

33,963,681

 

355,777

 

Stephen S. Ledoux

 

29,480,449

 

4,839,009

 

John W. Risner

 

34,295,201

 

24,257

 

 

Broker Non-Votes: 3,551,754 shares for each director.

 

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All of the foregoing candidates were elected and each received affirmative votes from more than a majority of the outstanding shares.  As previously disclosed, Michael J. Bevacqua’s term as a director of the Company ended as of the Annual Meeting.

 

Proposal 2: The vote on a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent public accountants for 2011 was as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

37,705,014

 

156,171

 

10,027

 

0

 

The foregoing proposal was approved.

 

Proposal 3: The vote on a proposal to approve the Accuride Corporation Amended and Restated 2010 Incentive Award Plan was as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

30,532,761

 

3,748,002

 

38,694

 

3,551,755

 

The foregoing proposal was approved.

 

Proposal 4: The advisory vote on the compensation of the Company’s executive officers was as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

26,356,497

 

7,925,868

 

37,092

 

3,551,755

 

Proposal 5: The advisory vote on the frequency of future advisory votes on executive compensation was as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

34,187,591

 

65,373

 

62,637

 

3,857

 

3,551,754

 

The foregoing vote was in line with the Board’s recommendation to present an advisory vote on the compensation of the Company’s executive officers on an annual basis, and the Company will hold such annual vote unless otherwise disclosed.

 

Item 9.01                    Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

10.1

 

Form of Restricted Stock Unit Award Agreement.

 

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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.

 

 

ACCURIDE CORPORATION

 

 

Date:

April 29, 2011

 

/s/ Stephen A. Martin

 

Stephen A. Martin

 

Senior Vice President / General Counsel

 

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