- Current report filing (8-K)
May 17 2010 - 4:18PM
Edgar (US Regulatory)
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 11, 2010
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-18706
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95-3086563
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(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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1000 Park Drive
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Lawrence, Pennsylvania
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15055
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(724) 746-5500
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) Unless otherwise noted below, each of the actions set forth in this Current Report on
Form 8-K (this Form 8-K) occurred on May 11, 2010.
The Compensation Committee (the Committee) of the Board of Directors (the Board) of Black
Box Corporation (the Company) recommended that the Board approve, and the Board approved,
increases in the annual base salaries of certain executive officers of the Company. The annual
base salary of R. Terry Blakemore, the Companys Chief Executive Officer and President, was
increased to $600,000. In recognition of increased responsibilities, Michael McAndrew was promoted
to Executive Vice President, continues as Chief Financial Officer, Treasurer and Secretary and
received an annual base salary increase to $350,000.
The Committee recommended that the Board approve, and the Board approved, an annual incentive
bonus plan (the FY11 Annual Incentive Plan) under the Black Box Corporation 2008 Long-Term
Incentive Plan (the 2008 Plan) for the fiscal year ending March 31, 2011 (Fiscal 2011). The
performance goals for the FY11 Annual Incentive Plan are, as defined below, operating earnings per
share, adjusted operating margin percent, adjusted EBITDA and DSOs. Operating earnings per
share means operating net income divided by weighted average common shares outstanding (diluted)
with operating net income meaning net income plus Reconciling Items (as defined below);
adjusted operating margin percent means operating income plus Reconciling Items divided by total
revenues; adjusted EBITDA means EBITDA (net income before provision for income taxes plus
interest, depreciation and amortization) plus Reconciling Items; and DSOs is an internal
management calculation based on the balances in net accounts receivable, cost in excess of billings
and billings in excess of costs at the end of the measurement period. Reconciling Items means:
(i) amortization of intangible assets on acquisitions; (ii) stock-based compensation expense;
(iii) asset write-up expense on acquisitions; (iv) expenses, settlements, judgments and fines
associated with material litigation ($500,000 or greater per matter); (v) changes in fair value of
any interest-rate swaps; (vi) certain pension plan funding expenses; (vii) the impact of any
goodwill impairment; and (viii) the effect of changes in tax laws or accounting principles
affecting reported results.
The performance goals for the FY11 Annual Incentive Plan will be equally weighted. Under the
FY11 Annual Incentive Plan, the achievement of the performance goals at 80% of target (90% of
target for the DSOs performance goal) will result in a payout of 50% of targeted annual bonus, the
achievement of the performance goals at 100% of target will result in a payout of 100% of targeted
annual bonus and the achievement of the performance goals at 120% of target (110% of target for the
DSOs performance goal) will result in a payout of 150% of targeted annual bonus.
Following Board review and approval, the Committee made targeted annual bonus awards under the
FY11 Annual Incentive Plan to the Companys executive officers as follows: R. Terry Blakemore --
100% of base salary or $600,000; Michael McAndrew -- 100% of base salary or $350,000; and Francis
W. Wertheimber, Senior Vice President -- approximately 50% of base salary or $133,000. Key,
non-executive employees are also participating in the FY11 Annual Incentive Plan generally on the
same terms as the executive officers.
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The Committee recommended that the Board approve, and the Board approved, a new Long-Term
Incentive Program (the FY11 LTIP) under the 2008 Plan for the three fiscal years ending March 31,
2013 (the Performance Period). The FY11 LTIP is comprised of a restricted stock unit grant
payable in shares of the Companys Common Stock, par value $.001 per share (the Common Stock),
representing 20% of the award, a stock option grant representing 30% of the award and a performance
share award (the Performance Award) payable in shares of the Common Stock representing 50% of the
award.
The restricted stock units and stock options granted pursuant to the FY11 LTIP will vest in
equal increments over three years. The payout on the Performance Awards will be based on the
Companys performance of (i) a cumulative adjusted EBITDA goal (the EBITDA Goal) and (ii) the
Companys total shareholder return (TSR) relative to a peer group of companies for the
Performance Period. These two (2) performance goals will be equally weighted. As a result, for
purposes of determining the payout of the Performance Awards: (A) the achievement of 75% of the
EBITDA Goal will result in a payout of 25% of the targeted Performance Award, the achievement of
100% of the EBITDA Goal will result in a payout of 50% of the targeted Performance Award and the
achievement of 120% of the EBITDA Goal will result in a payout of 75% of the targeted Performance
Award; and (B) the ranking of the Companys TSR in the 25
th
percentile of the peer
groups TSR will result in a payout of 25% of the targeted Performance Award, the ranking of the
Companys TSR at the median level of performance of the Companys TSR as compared to the Companys
peer groups TSR will result in a payout of 50% of the targeted Performance Award and the ranking
of the Companys TSR in the 75
th
percentile of the peer groups TSR will result in a
payout of 75% of the targeted Performance Award.
Following Board review and approval, the Committee approved the following awards under the
FY11 LTIP to the Companys executive officers: Mr. Blakemore -- a restricted stock unit award of
16,000 shares of the Common Stock, a stock option grant for 80,000 shares of the Common Stock and a
Performance Award of 27,000 shares of the Common Stock; Mr. McAndrew -- a restricted stock unit
award of 8,000 shares of the Common Stock, a stock option grant for 40,000 shares of the Common
Stock and a Performance Award of 13,500 shares of the Common Stock; and Mr. Wertheimber -- a
restricted stock unit award of 2,500 shares of the Common Stock, a stock option grant for
12,000 shares of the Common Stock and a Performance Award of 4,000 shares of the Common Stock.
Key, non-executive employees are also participating in the FY11 LTIP generally on the same relative
basis as the executive officers.
The foregoing awards under the 2008 Plan were granted on May 11, 2010 except that the stock
options will be granted and will have an exercise price equal to the fair market value of the
Common Stock on May 17, 2010.
The Committee recommended that the Board approve, and the Board approved, the following cash
bonuses for the Executive Officers: Mr. Blakemore -- $600,000; Mr. McAndrew -- $150,000 and Mr.
Wertheimber -- $75,000.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 11, 2010, the Board amended Article I, Section 10, of the Amended and Restated By-laws,
as amended (the By-laws), of the Company to require, from any stockholder proposing nominees for
director or making any other proposal, additional information regarding such stockholders
agreements, arrangements and understandings with respect to the Companys securities, regardless as
to whether such proposal is or is not requested to be included in the Companys proxy statement.
The By-laws, as so amended, are filed as Exhibit 3(ii) to this Form 8-K.
Item 8.01 Other Events.
Except for the annual retainer for the Chair of the Committee, there were no changes in the
compensation arrangements for the non-employee members of the Board. The following are such
arrangements, effective for Fiscal 2011.
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Each non-employee member of the Board will continue to receive an annual retainer of
$35,000 per year, payable quarterly.
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Meeting fees for Board and Board committee meetings will remain as follows: $2,000
for each Board meeting attended in person; $1,000 for each Board meeting attended by
telephone; $1,500 for each meeting of the Audit Committee of the Board attended in
person or by telephone; and $1,000 for each meeting of the Compensation Committee of
the Board, the Governance Committee of the Board and the Nominating Committee of the
Board attended in person or by telephone.
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The Chairperson of the Committee will receive an annual retainer of $15,000, payable
quarterly (increased from $7,500).
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The Chairperson of each of the Governance Committee of the Board and the Nominating
Committee of the Board will continue to receive an annual retainer of $5,000, payable
quarterly.
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The Chairperson of the Audit Committee of the Board will continue to receive an
annual retainer of $15,000, payable quarterly.
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The non-executive Chairperson of the Board will continue to receive an annual
retainer of $75,000, payable quarterly.
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In addition, on May 11, 2010, each non-employee director received a restricted stock unit
award of 3,000 shares of the Common Stock which vested immediately upon grant.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3(ii)
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Amended and Restated By-laws, as amended through May 11, 2010.
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4
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.
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Black Box Corporation
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Date: May 17, 2010
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By:
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/s/ Michael McAndrew
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Michael McAndrew
Executive Vice President, Chief Financial Officer,
Treasurer
and Secretary
(Principal Accounting Officer)
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5
Exhibit Index
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Exhibit No.
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Description
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3(ii)
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Amended and Restated By-laws, as amended through May 11, 2010.
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