- Current report filing (8-K)
March 01 2010 - 4:41PM
Edgar (US Regulatory)
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
Date of
report (Date of earliest event reported):
February 23,
2010
HARSCO CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-03970
|
23-1483991
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission File
Number)
|
(IRS
Employer Identification No.)
|
350 Poplar Church
Road, Camp Hill, Pennsylvania
|
17011
|
(Address of
Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(717) 763-7064
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.
On
February 23, 2010, the Board of Directors (the “
Board
”) of
Harsco Corporation (the “
Company
”)
approved a new long-term, performance based incentive plan award (the “
Program
”)
for its global leadership team, including the Company’s named
executive officers (the “
Participants
”),
under the Company’s 1995 Executive Incentive Compensation Plan, as amended and
restated January 27, 2004 and as further amended (the “
Plan
”). Under
the Program, the Board has made a commitment to each Participant to deliver
shares of the Company’s common stock equal to a dollar-denominated award
opportunity (the “
Award
Opportunity
”) based on the achievement of performance conditions over a
performance period (the Company refers to this type of award of forfeitable
deferred stock as a restricted stock units award or RSUs) under the Plan as
follows:
Name
|
Award Opportunity as a Percentage
of Market Midpoint Base
Salary as of February 23,
2010
for Participant
|
|
|
|
|
|
|
S.
D. Fazzolari
|
170%
|
$0.00
|
$1,598,000
|
S.
J. Schnoor
|
110%
|
$0.00
|
$ 484,000
|
G.
D. H. Butler
|
40%
|
$0.00
|
$ 284,910*
|
R.
C. Neuffer
|
73%
|
$0.00
|
$ 260,333
|
M.
E. Kimmel
|
93%
|
$0.00
|
$ 396,667
|
|
*
|
The
conversion rate used for Mr. Butler was £1.00 =
$1.6163.
|
The RSUs
will be earned, if at all, over a two-year performance period (2010-2011) based
on increases in economic value added measured at the Company
level. Target levels are established by an independent
consulting firm. If earned, the RSUs are expected to be settled in
Company common stock in January 2012. The Award Opportunity for each
Participant is based on a Board-approved percentage of the market midpoint base
salary for the Participant’s position as of February 23, 2010. In the
event a Participant satisfies the Company’s stockholding requirements, the RSUs
will be settled in cash instead of Company common stock. In the event
of retirement, assuming achievement of the two-year performance conditions, a
Participant will receive a pro-rated payout based on his actual retirement
date.
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.
|
HARSCO
CORPORATION
|
|
|
|
|
|
Date: March 1, 2010
|
By:
|
/s/ Mark
E. Kimmel
|
|
|
|
Name:
Mark E. Kimmel
|
|
|
|
Title:
Senior Vice President, Chief Administrative Officer, General Counsel and
Corporate Secretary
|
|
|
|
|
|
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