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): May 4, 2010
8540 Gander Creek Drive
Miamisburg, Ohio 45342
877.855.7243
| | | | | | |
Commission File Number | | Registrant | | IRS Employer Identification Number | | State of Incorporation |
| 001-32956 | | NEWPAGE HOLDING CORPORATION | | 05-0616158 | | Delaware |
| 333-125952 | | NEWPAGE CORPORATION | | 05-0616156 | | Delaware |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2010, the compensation committee approved performance objectives to be used under the company’s existing long-term incentive plan, or LTIP. The purpose of the LTIP is to help attract and retain individuals of outstanding ability to serve in key executive positions with the company and its subsidiaries. The plan is designed to help motivate participants to maintain a long-term outlook by providing cash incentives through the granting of awards that vest over multiple years. The LTIP and the individual award agreements under the LTIP provide for a service award and a performance award. The service award is time-based and payable if the participant remains as an employee through December 31, 2012. The performance award is payable if the participant remains as an employee through December 31, 2012, and if the company achieves annual performance goals established each year by the compensation committee during the three years ending December 31, 2012. The participant will receive a pro rata share of the total award if, prior to December 31, 2012, the participant’s employment is terminated by us without cause or by the participant for good reason, each as defined in the LTIP. The participant will receive the entire award if, prior to December 31, 2012, a change in control occurs, as defined in the LTIP.
For 2010, the compensation committee established performance objectives consisting of a combination of Core Share Growth (one-third weighting), Cost Advantage per Ton (one-third) and Asset Monetization (one-third). Core Share Growth is defined as an increase in our share of sales of coated paper in the U.S. and Canada. Cost Advantage per Ton is defined as the cash cost per ton of paper compared to similar competitors in the U.S. and Canada. Asset Monetization is defined as the receipt of proceeds from the sale of non-strategic assets.
The following table sets forth information concerning the target awards for our named executive officers at the end of 2009.
| | | | | | |
Name | | Time-
based | | Performance-
based |
| | |
Mark A. Suwyn | | $ | — | | $ | — |
| | |
David J. Prystash | | | 1,500,000 | | | 1,000,000 |
| | |
George F. Martin | | | 1,080,000 | | | 720,000 |
| | |
Michael L. Marziale
| | | 1,080,000 | | | 720,000 |
| | |
Daniel A. Clark | | | 1,080,000 | | | 720,000 |
| | |
Richard D. Willett, Jr. | | | — | | | — |
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.
| | | | | | | | |
| NEWPAGE HOLDING CORPORATION | | | | NEWPAGE CORPORATION |
| | | | |
| By: | | /s/ Douglas K. Cooper | | | | By: | | /s/ Douglas K. Cooper |
| Douglas K. Cooper | | | | Douglas K. Cooper |
| Vice President, General Counsel and | | | | Vice President, General Counsel and |
| Secretary | | | | Secretary |
| Date: May 11, 2010 | | | | Date: May 11, 2010 |
