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
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| Date of Report (Date of Earliest Event Reported): | | December 13, 2005 |
USEC Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 1-14287 | 52-2107911 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 2 Democracy Center, 6903 Rockledge Drive, Bethesda, Maryland | | 20817 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (301) 564-3200 |
Not Applicable
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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:
[ ] 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 1.01 Entry into a Material Definitive Agreement.
Non-Employee Director Compensation
On December 13, 2005, the Board of Directors of USEC Inc. ("USEC" or the "Company") approved changes to the compensation for the Company’s non-employee directors. These changes to non-employee director compensation will be effective with the term commencing at the 2006 annual meeting of shareholders, expected to be held in April 2006.
In light of additional time devoted to Company matters and after review and recommendation by the Company’s independent compensation consultant, the Board of Directors approved an increase in the Board meeting fees paid to non-employee directors from $1,500 to $2,000 per meeting, approved an increase in the annual fee paid to the chairman of the Audit, Finance and Corporate Responsibility Committee from $5,000 to $12,000, and approved an increase in the annual fee paid to the chairman of all other committees of the Board of Directors from $5,000 to $7,500. In addition, fees paid for attendance at committee me etings will be increased from $1,000 to $1,500 per meeting.
The Board of Directors also adopted numerical stock ownership guidelines for non-employee directors equal to five times the annual retainer paid to each non-employee director. Commencing with the 2006 term, directors will continue to be required to take at least 50% of their annual retainer in the form of restricted stock or nonqualified stock options until such time as they satisfy the stock ownership guidelines. After they have met the guidelines, directors may receive their fees in cash, restricted stock or nonqualified stock options, at their election.
These revised compensation arrangements are described in Exhibit 10.92 to this report, which is incorporated herein by reference. The compensation for non-employee directors for the current term ending at the 2006 annual meeting of shareholders is unchanged and was described in Exhibit 10.77 to the Form 8-K filed by the Company on April 27, 2005.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number--Description
10.92--Summary Sheet for 2006 Non-Employee Director Compensation
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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| | | USEC Inc. |
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| December 15, 2005 | | By: | | /s/ Ellen C. Wolf
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| | | | | Name: Ellen C. Wolf |
| | | | | Title: Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit Index
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| Exhibit No. | | Description |
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10.92 | | Summary Sheet for 2006 Non-Employee Director Compensation |
