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): | | February 13, 2006 |
Cooper Industries, Ltd.
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(Exact name of registrant as specified in its charter)
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| Bermuda | 1-31330 | 98-0355628 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 600 Travis, Suite 5800, Houston, Texas | | 77002-1001 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 713-209-8400 |
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.
On February 13, 2006, the Management Development and Compensation Committee of the Board of Directors of Cooper Industries, Ltd. ("Cooper") approved compensation arrangements for the Chief Executive Officer and the other four most highly compensated executive officers. A summary of the current compensation arrangements for these executive officers is attached as Exhibit 10.1. Also, the Board of Directors approved changes to Cooper’s director compensation arrangements which are described on the attached Exhibit 10.2.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Effective February 14, 2006, H. J. Riley, Jr. retired as Chairman of Cooper’s Board of Directors under the Company’s director tenure policy. The Board of Directors appointed Kirk S. Hachigian, President and Chief Executive Officer, to succeed Mr. Riley as Chairman.
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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| | | Cooper Industries, Ltd. |
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| February 17, 2006 | | By: | | /s/ Terrance V. Helz
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| | | | | Name: Terrance V. Helz |
| | | | | Title: Associate General Counsel and Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Summary of Compensation Arrangements for Named Executive Officers |
10.2 | | Summary of Nonemployee Director Compensation |
