- Current report filing (8-K)
March 10 2010 - 12:30PM
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):
March 2,
2010
Cabot Microelectronics
Corporation
(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification)
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870
Commons Drive, Aurora, Illinois
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area
code)
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(Former
name or former address, if changed since last
report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
8.01
Other
Events
On March
2, 2010, the Board of Directors of Cabot Microelectronics Corporation (the
“Company”) reconfirmed the basic elements of and approved non-material revisions
to the Company’s compensation program for its non-employee directors
(“Program”). A summary of the Program has been previously filed as
Exhibit 10.46 to the Current Report on Form 8-K filed March 8,
2007. The Program now has been revised by changing the form of
initial and annual awards of restricted stock to initial and annual awards of
restricted stock units, as permitted by the Second Amended and Restated Cabot
Microelectronics Corporation 2000 Equity Incentive Plan, as amended and restated
September 23, 2008 (“2000 Equity Incentive Plan”). Effective as of
such date and coinciding with the date of the Company’s 2010 annual meeting of
stockholders on March 2, 2010, non-employee directors are eligible for the
following compensation:
Annual
Retainer Fee (
no
change
)
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$35,000
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Committee
and Board Meeting Fees (
no
change
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$1,500
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per
meeting
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Committee
Chair Annual Retainer Fees:
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Audit
Committee Chairperson (
no
change
)
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$20,000
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Compensation
Committee Chairperson (
no
change
)
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$10,000
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Nominating
and Corporate Governance Committee Chairperson (
no
change
)
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$10,000
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Annual
Non-qualified Stock Option Grant* (
no
change
)
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6,000
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options
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Annual
Restricted Stock Unit Award* (previously, Restricted
Stock)
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2,000
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restricted
stock units
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Initial
Non-qualified Stock Option Grant** (
no
change
)
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7,500
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options
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Initial
Restricted Stock Unit Award** (previously, Restricted
Stock)
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2,500
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restricted
stock units
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*
Made first as of effective date of appointment to the board, and
subsequently, at the time of the Company’s annual meeting, with vesting
occurring 25% per year over a four-year period, with first vesting on the
anniversary of the grant/award date (
no
change
)
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**
Made as of the effective date of appointment to the board, with vesting
occurring 25% immediately on the grant/award date, and 25% per year on the
next three anniversaries of the grant/award date (
no
change
)
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As
previously provided, upon a non-employee director’s termination of service as a
director of the Company for reason of Death, Disability or a Change in Control,
as defined in the 2000 Equity Incentive Plan and/or an award agreement, the
grant/award will be fully vested. In addition, pursuant to the
approved revisions, if at the time of termination of service for any reason
other than by reason of Cause, Death, Disability or a Change in Control, as
defined in the 2000 Equity Incentive Plan, the non-employee director has
completed at least two full terms as a director of the Company, as defined in
the Company’s bylaws, the grant/award will be fully vested.
Under our
Directors’ Cash Compensation Umbrella Program (previously filed as Exhibit
10.36), non-employee directors continue to be eligible to choose to receive
annual retainer fees, committee chair annual retainer fees and meeting fees
either in cash, in fully vested restricted stock under the 2000 Equity Incentive
Plan, or as deferred compensation under the Company’s Directors’ Deferred
Compensation Plan, as amended September 23, 2008 (“Directors’ Deferred
Compensation Plan”). The Directors’ Deferred Compensation Plan, which was
previously filed as Exhibit 10.28, allows non-employee directors to defer their
compensation in the form of rights to acquire the equivalent number of shares of
common stock at the end of the deferral period. Non-employee directors continue
to receive their respective annual retainer fees, committee chair annual
retainer fees, annual non-qualified stock option grants and annual restricted
stock awards at the time of the Company’s annual meeting. Non-employee directors
receive their initial non-qualified stock option grant and restricted stock unit
award, as well as their first annual non-qualified stock option grant and
restricted stock unit award, upon the date of the director’s election to the
Board of Directors, if other than the annual meeting date.
A copy of
the revised Non-Employee Directors’ Compensation Summary is included herewith as
Exhibit 10.46.
This
information is being furnished pursuant to Item 8.01 of Form 8-K and shall not
be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item
9.01
Financial Statements and
Exhibits.
(c)
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Exhibits
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The
following exhibit is being filed herewith pursuant to Item 8.01 of Form
8-K:
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10.46 Non-Employee
Directors’ Compensation Summary as of March
2010.
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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.
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CABOT
MICROELECTRONICS CORPORATION
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Date:
March 10, 2010
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By:
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/s/ WILLIAM S. JOHNSON
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William
S. Johnson
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Vice
President and Chief Financial Officer
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[Principal
Financial Officer]
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INDEX TO
EXHIBITS
Exhibit
Number
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Title
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10.46
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Non-Employee
Directors’ Compensation Summary as of March
2010.
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