Attached files
| file | filename |
|---|---|
| EX-10.1 - TEREX CORP AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE PLAN - TEREX CORP | exh101-amendedandrestated2.htm |
| EX-10.2 - TEREX CORP DEFERRED COMPENSATION PLAN - TEREX CORP | exh102deferredcompensation.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) May 9, 2013
TEREX CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-10702 | 34-1531521 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
of Incorporation) | File Number) | Identification No.) |
200 Nyala Farm Road, Westport, Connecticut | 06880 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code (203) 222-7170
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 provisions (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.
(e) As described under Item 5.07 of this Current Report, on May 9, 2013, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Terex Corporation (the “Company”), the Company’s stockholders (1) approved an amendment to the Terex Corporation 2009 Omnibus Incentive Plan (the “Omnibus Plan”) to increase, by three million, the number of shares of the Company’s common stock available for grant thereunder and re-approved the material terms of the performance goals under the Omnibus Plan for tax-deductibility purposes and (2) approved an amendment of the Terex Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) that extends the date that matching contributions may be made under the plan until February 27, 2023.
The Omnibus Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) other stock awards, (v) cash awards and (vi) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading “Approval of the Amendment of the Terex Corporation 2009 Omnibus Incentive Plan and Re-approval of the Material Terms of the Performance Goals for Tax Deductibility Purposes” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 29, 2013 (the “Proxy Statement”), which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Omnibus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Deferred Compensation Plan allows plan participants to defer up to (i) 20% of his/her salary, (ii) 100% of his/her bonus and (iii) 100% of his/her director fees. The plan participant’s deferrals may be invested in shares of the Company’s common stock or in a bond index. The Company makes a contribution of 25% of the plan participant’s salary and bonus that is deferred into shares of the Company’s common stock. The Company does not make a contribution with respect to any deferrals into the bond index or any deferrals by any directors. A description of the material terms of the plan is set forth in Proposal 4, under the heading “Approval of the Amendment of the Terex Corporation Deferred Compensation” in the Proxy Statement, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the Deferred Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Deferred Compensation Plan, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company’s Annual Meeting was held on May 9, 2013.
(b) At the Annual Meeting, the Company’s stockholders (i) elected Ronald M. DeFeo, G. Chris Andersen, Paula H. J. Cholmondeley, Donald DeFosset, Thomas J. Hansen, Raimund Klinkner, David A. Sachs, Oren G. Shaffer, David C. Wang and Scott W. Wine to the Company’s Board of Directors until the Company’s next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, (iii) approved an amendment to the Omnibus Plan to increase the number of shares of the Company’s common stock available for grant thereunder and re-approved the material terms of the performance goals under the Omnibus Plan for tax-deductibility purposes, (iv) approved an amendment to the Deferred Compensation Plan and (v) approved in an advisory vote, the compensation of the Company’s named executive officers.
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The voting results for each matter submitted to a vote of stockholders at the Company’s Annual Meeting were as follows:
For | Against | Abstain | Broker Non-Votes | ||||
Proposal 1: Election of Directors: | |||||||
Ronald M. DeFeo | 81,772,332 | 2,176,699 | 204,388 | 13,641,678 | |||
G. Chris Andersen | 82,657,824 | 1,292,022 | 203,573 | 13,641,678 | |||
Paula H. J. Cholmondeley | 79,427,712 | 4,552,482 | 173,225 | 13,641,678 | |||
Donald DeFosset | 82,243,762 | 1,715,120 | 194,537 | 13,641,678 | |||
Thomas J. Hansen | 83,004,130 | 947,134 | 202,155 | 13,641,678 | |||
Raimund Klinkner | 83,005,559 | 905,859 | 242,001 | 13,641,678 | |||
David A. Sachs | 82,585,195 | 1,366,140 | 202,084 | 13,641,678 | |||
Oren G. Shaffer | 82,068,377 | 1,890,605 | 194,437 | 13,641,678 | |||
David C. Wang | 82,537,985 | 1,422,578 | 192,856 | 13,641,678 | |||
Scott W. Wine | 82,545,307 | 1,413,878 | 194,234 | 13,641,678 | |||
Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for 2012 | 96,922,713 | 668,314 | 204,070 | 0 | |||
Proposal 3: Amendment of the Terex Corporation 2009 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock available for grant and re-approval of the material terms of the performance goals for tax deductibility purposes | 80,455,450 | 3,304,808 | 393,161 | 13,641,678 | |||
Proposal 4: Amendment of the Terex Corporation Deferred Compensation Plan to comply with New York Stock Exchange Regulations | 82,845,749 | 1,169,251 | 138,419 | 13,641,678 | |||
Proposal 5: Advisory vote on the compensation of the Company’s named executive officers | 82,012,426 | 1,725,986 | 415,007 | 13,641,678 | |||
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Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
10.1 | Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan. |
10.2 | Terex Corporation Deferred Compensation Plan. |
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 hereunto duly authorized.
Date: May 14, 2013
TEREX CORPORATION | ||
By: /s/ Eric I Cohen | ||
Eric I Cohen Senior Vice President, Secretary and General Counsel | ||
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