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): February 27, 2008
(Exact name of registrant as specified in its charter)
| Wyoming | 1-7627 | 74-1895085 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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10000 Memorial Drive, Suite 600 Houston, Texas | | 77024-3411 |
| (Address of principal executive offices) | | (Zip Code) |
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Registrant's telephone number, including area code: (713) 688-9600 |
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 Rule14d-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; Compensation Arrangements of Certain Officers. |
Management Incentive Compensation Plan for Fiscal 2008
On February 27, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of Frontier Oil Corporation (“Frontier”) established the annual financial goals for Frontier and the incentive awards payable to the participating employees of Frontier under the Management Incentive Compensation Plan for Fiscal 2008 (the “Bonus Plan”). Each participant’s Bonus Plan target is a percentage of the participant’s base salary, and the amount of the actual bonus payment could range from zero to twice the Bonus Plan target, based upon the extent to which the pre-established annual financial goals are met or exceeded. The financial goals under the Bonus Plan are based on achievements versus the following measures for fiscal 2008: 1) Frontier’s net income, 2) Frontier’s relative return on capital employed versus a peer group and 3) Frontier’s absolute return on capital employed and safety performance. These measures are weighted 40%, 40% and 20%, respectively. The Bonus Plan target as a percentage of base salary for each of the named executive officers of Frontier is set forth in the table below. Actual awards will be payable in the first quarter of 2009. A summary of the Bonus Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Long-Term Incentive Compensation Program for 2008
On February 27, 2008, the Committee approved a Long-Term Incentive Compensation Program for 2008 (the “Incentive Program”) for a long-term incentive award payable to the employees of Frontier participating in the Incentive Program, including each of Frontier’s named executive officers. Frontier granted performance stock units under the Frontier Oil Corporation Omnibus Incentive Compensation Plan (the “Omnibus Plan”) to each participant effective February 27, 2008. Actual achievement at or in excess of pre-established performance criteria will result in the issuance of a specified amount of restricted stock to the subject employees. The performance criteria used to measure whether the Incentive Program performance goals are achieved include: 1) Frontier’s net income, 2) Frontier’s relative return on net capital employed versus a peer group and 3) Frontier’s three-year average shareholder return versus a peer group. These measures are weighted equally for determining the total number of performance stock units that will be issued. The maximum number of shares of restricted stock that each of Frontier’s named executive officers could receive under the Incentive Program are set forth in the table below.
| Executive Officer | 2008 Annual Base Salary (Dollars) | Bonus Plan Target for 2008 (Percentage of Base Salary) | Incentive Program Maximum Potential Award for 2008 (Shares) |
James R. Gibbs Chairman of the Board, Chief Executive Officer and President | $975,000 | 100% | 164,286 |
Michael C. Jennings Executive Vice President-Chief Financial Officer | $450,000 | 70% | 53,571 |
W. Paul Eisman Executive Vice President-Refining & Marketing | $500,000 | 70% | 62,500 |
Currie Bechtol Vice President-General Counsel & Secretary | $330,000 | 50% | 33,393 |
Jon D. Galvin Vice President | $295,000 | 50% | 23,214 |
Nancy J. Zupan Vice President-Controller | $295,000 | 50% | 23,214 |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number | | Description of Exhibit |
| 10.1 | | Management Incentive Compensation Plan for Fiscal 2008 |
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.
Date: February 29, 2008
| | FRONTIER OIL CORPORATION | |
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| | By: | /s/ Michael C. Jennings | |
| | | Michael C. Jennings | |
| | | Executive Vice President, Chief Financial Officer | |
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