Boise Inc. - Current report filing (8-K)
06 Mai 2008 - 10:27PM
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:
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May 6, 2008
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Date of Earliest Event
Reported:
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April 30, 2008
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BOISE INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-33541
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20-8356960
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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File Number)
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Identification
No.)
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1111 West Jefferson Street, Suite 200
Boise, ID 83702-5388
(Address of
principal executive offices) (Zip Code)
(208) 384-7000
(Registrants
telephone number, including area code)
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
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
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(b) Departure of Directors or Certain Officers.
On May 2, 2008, Miles A. Hewitt stepped down from his position as Senior
Vice President, Paper.
(e) Compensatory Arrangements of Certain Officers.
Hewitt Severance Arrangement
In connection with Mr. Hewitts
departure from the company, the compensation committee of our board of
directors has approved the entry into a severance arrangement with Mr. Hewitt. Such arrangement describes and confirms the
benefits and responsibilities set forth in the Officer Severance Agreement
between Mr. Hewitt and the company.
Mr. Hewitts departure is deemed a Qualifying Termination under
the Officer Severance Agreement. The severance
arrangement includes the following material provisions:
·
An
employment termination date of May 2, 2008
·
Payment
of a lump sum severance equal to Mr. Hewitts base salary and target
annual incentive ($527,000)
·
Healthcare
and insurance benefits continued for 12 months following departure (estimated
company cost, $11,000)
·
Supplemental
life insurance premiums continued for 12 months following termination ($9,000)
·
Financial
counseling allowance of up to $10,000 during next 12 months
·
Nonqualified
pension under the Supplemental Early Retirement Plan for Elected Officers,
beginning January 1, 2014
·
Covenant
of confidentiality, nonsolicitation of employees, and nondisparagement
·
Compliance
with the other provisions outlined in the Officer Severance Agreement by and
between Mr. Hewitt and the company
·
Mr. Hewitt
to sign a release as a condition to receiving benefits
The final severance
arrangement with Mr. Hewitt will be filed with our second-quarter report
on Form 10-Q. The form of Officer
Severance Agreement between Mr. Hewitt and the company was filed as Exhibit 10.19
to the current report on Form 8-K, which we filed with the SEC on February 28,
2008.
2
Approval of Long-Term Incentive Awards
As approved by the
compensation committee of our board of directors, on May 2, 2008, certain
of our managerial employees, including the following named executive officers, received
grants of restricted stock and/or restricted stock units:
Name
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Restricted Stock Shares
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Restricted Stock Units
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Alexander
Toeldte
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975,100
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Robert M. McNutt
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213,400
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Judith M. Lassa
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77,000
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Robert E.
Strenge
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107,000
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Fifty percent of the
restricted shares vest only if the company achieves specified performance
hurdles (performance-vesting restricted shares). Half of the performance-vesting restricted
shares will vest on February 28, 2011, if, at some point before this date,
the stock price of our stock has closed at or above $10.00 on 20 of any
consecutive 30 trading days. The other
half of the performance-vesting restricted shares will vest on February 28,
2011, if, at some point before this date, the stock price of our stock has
closed at or above $12.50 on 20 of any consecutive 30 trading days.
The remaining fifty
percent of the restricted shares vest with the passage of time (time-vesting
restricted shares). One-third of the
time-vesting restricted shares will vest on each of February 28, 2009; February 28,
2010; and February 28, 2011, subject to certain EBITDA goals.
All employees, including Mr. Strenge,
who are eligible for retirement on or before February 28, 2011, received
restricted stock units in lieu of restricted stock shares. The restricted stock units vest in the same
manner as do the restricted stock shares.
Once vested, the restricted stock units are payable to the employee in
stock. Any shares or units not vested on
or before February 28, 2011, are forfeited by the employee.
The shares of restricted
stock and restricted stock units were granted, at no cost to the employee,
under the Boise Inc. Incentive and Performance Plan, pursuant to a Restricted
Stock (Restricted Stock Unit) Award Agreement, the forms of which are filed as
Exhibits 99.1 and 99.2 to this Report on Form 8-K. The forms of the award agreements are
incorporated by reference into this Item 5.02.
The foregoing description of the terms and conditions of the restricted
stock and restricted stock unit awards is qualified in its entirety by
reference to the complete terms and conditions of the Boise Inc. Incentive and
Performance Plan and the Restricted Stock (Restricted Stock Unit) Award
Agreements.
3
Approval of 2008 Annual Incentive Award Criteria
On April 30, 2008, the compensation committee of our board of
directors approved the 2008 annual incentive award criteria for our named
executive officers pursuant to our Boise Inc. Incentive and Performance
Plan. The 2008 incentive awards will be
based on the attainment of annual financial goals at corporate and business
unit levels and for achieving individual annual performance objectives. The awards will be calculated as a percentage
of base salary, based on the extent to which the financial goals and
performance objectives are met during the year.
The specific 2008 financial goals and performance objectives that will
be used to calculate the awards are set forth below.
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2008 Target
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Incentive
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2008 Financial Goals
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Percentage
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Name
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and Performance Objectives
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Payout
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Alexander
Toeldte
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90% corporate incentive cash flow
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100
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%
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10% safety based
on corporate recorded incident rate (RIR)
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Robert M. McNutt
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90% corporate incentive cash flow
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65
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%
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10% safety based on corporate RIR
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Judith M. Lassa
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20% corporate incentive cash flow
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50
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%
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70% packaging
incentive cash flow
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10% safety based on corporate RIR
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Robert E. Strenge
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90% corporate incentive cash flow
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65
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% (1)
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10% safety based on corporate RIR
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(1)
Mr.
Strenges target incentive percentage payout was increased from 50% to 65% in
connection with his promotion to Senior Vice President, Paper Manufacturing, on
April 30, 2008.
The forms of the 2008 Annual Incentive Award Notifications for our
named executive officers will be filed with our second-quarter report on Form 10-Q.
On April 30, 2008, our board of directors elected Robert E.
Strenge as Senior Vice President, Paper Manufacturing; Robert A. Warren as Senior
Vice President and General Manager, Paper & Supply Chain; and Jeffrey
P. Lane as Senior Vice President and General Manager, Packaging, as announced in
the news release attached as Exhibit 99.3 to this Report on Form 8-K. All three
individuals are deemed executive officers as defined under Section 16 of the
Securities Exchange Act of 1934.
4
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
The following exhibits are filed as part of this Report on Form 8-K:
Exhibit Number
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Description
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Exhibit 99.1
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Form of Restricted Stock Award Agreement
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Exhibit 99.2
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Form of Restricted Stock Unit Award Agreement
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Exhibit 99.3
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Boise Inc. News Release dated May 5, 2008
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5
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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BOISE
INC.
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By
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/s/
Karen E. Gowland
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Karen E. Gowland
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Vice President,
General Counsel and
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Secretary
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Date: May 6, 2008
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