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 30, 2011
URS CORPORATION
(Exact name of registrant as specified in its charter)
1-7567 (Commission File No.) |
Delaware (State or other jurisdiction of incorporation) | 94-1381538 (IRS Employer Identification No.) |
600 Montgomery Street, 26th Floor
San Francisco, California 94111-2728
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 774-2700
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) |
| 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)) |
| DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
Increase in Base Salary and Target Bonus Opportunity
On March 30, 2011, the Compensation Committee of the Board of Directors (the “Committee”) approved the following annual base salary increases for the following executive officers of the Company, effective April 2, 2011, or if later upon assumption of expanded responsibilities:
Name | | Fiscal Year 2010 Base Salary | | | Fiscal Year 2011 Base Salary | |
| Martin M. Koffel | | $ | 1,000,000 | | | Unchanged | |
| Thomas W. Bishop | | $ | 500,000 | | | $ | 515,000 | |
| Hugh Blackwood | | £ | 300,000 | | | Unchanged | |
| Reed N. Brimhall | | $ | 490,000 | | | $ | 500,000 | |
| H. Thomas Hicks | | $ | 565,000 | | | $ | 620,000 | |
| Gary V. Jandegian | | $ | 615,000 | | | $ | 630,000 | |
| Susan B. Kilgannon | | $ | 350,000 | | | $ | 360,000 | |
| Joseph Masters | | $ | 515,000 | | | $ | 530,000 | |
| Randall A. Wotring | | $ | 540,000 | | | $ | 560,000 | |
| Thomas H. Zarges | | $ | 715,000 | | | Unchanged | |
| Robert W. Zaist | | $ | 525,000 | | | $ | 560,000 | |
Adoption of 2011 Performance Metrics and Target Bonuses
Under the Bonus Plan, executive officers (and specified other employees) are eligible to earn annual cash bonuses based on financial performance metrics that are defined in the Bonus Plan and established annually by the Committee. At or near the beginning of each fiscal year, each executive officer is assigned a “Target Bonus,” expressed as a percentage of his or her base salary, and then becomes eligible to earn a bonus based on the extent to which the financial results meet, exceed or fall short of the executive officer’s predefined financial performance targets for that fiscal year. The Bonus Plan also gives the committee the authority and responsibility to adjust the company's actual GAAP financial results to take into account the objectively determinable impact of unexpected material events for purposes of determining the extent to which performance targets were satisfied. On March 30, 2011, the Committee established the financial performance metrics and performance targets, as well as the Target Bonuses for the Company’s executive officers under the Bonus Plan for fiscal year 2011. Meeting a minimum corporate net income threshold, as defined in the Bonus Plan, is a prerequisite for each executive officer to earn a bonus, and meeting a minimum division profit contribution, as defined in the Bonus Plan, is a prerequisite for each executive officer whose performance targets are measured by division performance to earn a bonus from the bonus pool of that division. In addition, with respect to our executive officers, the Committee established the following financial performance metrics and weighting and confirmed the Target Bonuses under the Bonus Plan for fiscal year 2011:
| Executive Officer | | 2011 Performance Metrics and Weighting | | 2011 Target Bonus | |
| Martin M. Koffel | | Corporate Net Income - 100% | | | 125 | % |
| Thomas W. Bishop | | Corporate Net Income - 50% Infrastructure & Environment Division Profit Contribution - 50% | | | 75 | % |
| Hugh Blackwood | | Profit Contribution of the MICE Business Unit (Middle East, India, China and Europe) - 100% | | | 70 | % |
| Executive Officer | | 2011 Performance Metrics and Weighting | | 2011 Target Bonus | |
| Reed N. Brimhall | | Corporate Net Income - 100% | | | 75 | % |
| H. Thomas Hicks | | Corporate Net Income - 100% | | | 100 | % |
| Gary V. Jandegian | | Infrastructure & Environment Division Profit Contribution - 80% Corporate Net Income - 20% | | | 100 | % |
| Susan B. Kilgannon | | Corporate Net Income - 100% | | | 45 | % |
| Joseph Masters | | Corporate Net Income - 100% | | | 75 | % |
| Randall A. Wotring | | Federal Services Division Profit Contribution - 80% Corporate Net Income - 20% | | | 100 | % |
| Robert W. Zaist | | Energy & Construction Division Profit Contribution - 100% | | | 100 | % |
| Thomas H. Zarges | | Energy & Construction Division Profit Contribution - 80% Corporate Net Income - 20% | | | 100 | % |
The foregoing description is qualified in its entirety by reference to the URS Corporation Restated Incentive Compensation Plan 2011 Plan Year Summary filed as Exhibit 10.1.
| Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, URS Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | URS Corporation | |
| | | | |
| Dated: April 4, 2011 | By: | /s/ Reed N. Brimhall | |
| | | Reed N. Brimhall | |
| | | Vice President, Controller and Chief Accounting Officer | |
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| Exhibit Number | | Description |
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