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) January 30, 2006
WCI COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | 001-31255 | | 59-2857021 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 24301 Walden Center Drive, Bonita Springs, FL | | 34134 |
| (Address of Principal Executive Offices) | | (Zip Code) |
239-947-2600
(Registrant’s Telephone Number, Including Area Code)
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 (seeGeneral 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)) |
1.01 Entry into a Material Definitive Agreement
CEO Compensation
On January 30, 2006, the Executive Compensation Committee (the “Committee”) of the Board of Directors of WCI Communities, Inc. (“WCI” or the “Company”), approved the following changes in 2006 compensation for Jerry Starkey, Chief Executive Officer and President of WCI:
Mr. Starkey was granted 150,400 Stock Appreciation Rights (“SAR’s”) to be settled in stock, and 53,333 performance shares subject to the terms and conditions set out in the Three Year Performance Share Plan (the “Performance Plan”) with the same performance goals established for senior management employees at the January 30, 2006 the Committee meeting, and described below. The Performance Plan is part of the 2004 Stock Incentive Plan of WCI, approved by the Shareholders on May 20, 2004 and was described in the 2005 Proxy Statement and the 8-K filed by the Company on February 16, 2005.
Performance Share Plan
On January 30, 2006, the Committee, pursuant to the 2004 Stock Incentive Plan of WCI, also approved awards for fiscal years 2006, 2007 and 2008 under the Performance Plan. Under this year’s Performance Plan certain senior management employees, including WCI’s named executive officers, were granted a total of 143,000 shares of WCI common stock (this total excludes the shares granted to Mr. Starkey under the Performance Plan). The performance shares will vest on the third anniversary of the grant (i.e., January 31, 2009), provided WCI achieves certain three year compound annual growth rate targets for net income, return on capital and earnings per share (the “Target Growth Rate”).
At least 75% of each Target Growth Rate must be achieved for each three year period or there will be zero vesting of shares for participants. The Performance Plan measures will be weighted 20% to net income, 20% return on capital and 60% to earnings per share for the three year cycle.
Shares to be awarded under the Performance Plan for 2006 to named executive officers (as defined in Item 402(a) (iii) of Regulation S-K) are as follows: James P. Dietz, fourteen thousand shares (14,000); Christopher J. Hanlon, eleven thousand shares (11,000) and David L. Fry, nine thousand two hundred fifty shares (9,250).
Named Executive Officer Compensation
On January 30, 2006, the Committee also approved the following changes in 2006 salary for the named executive officers: James P. Dietz, $575,000; Christopher J. Hanlon, $550,000; and David L. Fry, $550,000. Mr. Starkey’s salary for 2006 was also approved by the Committee at $1.2 million. This is the same base salary as approved for 2005.
Stock Appreciation Rights
The Committee further awarded stock appreciation right (“SAR”) grants to the named executive officers pursuant to the Company’s 2004 Stock Incentive Plan. The following grants were awarded: Jerry L. Starkey, one hundred fifty thousand four hundred (150,400); James P. Dietz, thirty-four thousand (34,000); David L. Fry, twenty-two thousand five hundred (22,500); and Christopher J. Hanlon, twenty-seven thousand (27,000). The form of Stock Appreciation Right Agreement is attached hereto as Exhibit “A”.
9.01 Financial Statements and Exhibits
1.1 Stock Appreciation Right Agreement
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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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| | | | | WCI COMMUNITIES, INC. |
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| Dated: February 3, 2006 | | | | By: | | /S/ PAUL APPOLONIA |
| | | | | | | | | Name: Paul Appolonia Title: Senior Vice President |
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