UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2008
Tesoro Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 1-3473 (Commission File Number) | 95-0862768 (IRS Employer Identification No.) | ||
300 Concord Plaza Drive San Antonio, Texas (Address of principal executive offices) | 78216-6999 (Zip Code) |
(210) 828-8484
(Registrant’s telephone number,
including area code)
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if
changed since last report)
(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 (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
2008 Executive Compensation
On January 30, 2008, the Compensation Committee of the Board of Directors of Tesoro Corporation (“Tesoro” or the “Company”) approved long-term incentive awards for the Company’s named executive officers and certain other key employees. The long-term incentive awards which were granted under the 2006 Long-Term Incentive Compensation Plan included stock options granted at an exercise price of $40.40 per share and restricted shares of our common stock. The awarded stock options and restricted shares vest ratably over a three-year period beginning in 2009. Terms of the 2008 Incentive Compensation Plan have not been finalized and will be disclosed for our named executive officers in a subsequent Form 8-K upon approval by our Board of Directors. The following table summarizes the approved compensation for each of the Company’s named executive officers, including approved base salary increases effective January 6, 2008 and annual incentive bonus targets effective January 1, 2008.
Annual Incentive | ||||||||||||||||
Bonus Target (% of | Shares of | |||||||||||||||
Name/Title | Base Salary | Base Salary) | Stock Option Shares | Restricted Stock | ||||||||||||
Bruce A. Smith Chairman of the Board of Directors, President and Chief Executive Officer | $ | 1,300,000 | 120 | % | 268,700 | 51,500 | ||||||||||
William J. Finnerty Executive Vice President and Chief Operating Officer | $ | 777,000 | 100 | % | 74,500 | 14,300 | ||||||||||
Gregory A. Wright Executive Vice President and Chief Administrative Officer | $ | 637,000 | 80 | % | 61,100 | 11,700 | ||||||||||
Everett D. Lewis Executive Vice President, Strategy and Asset Management | $ | 600,000 | 80 | % | 61,100 | 11,700 | ||||||||||
J. William Haywood Senior Vice President, Refining | $ | 420,000 | 60 | % | 27,000 | 5,200 |
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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 5, 2008
TESORO CORPORATION | ||||
By: | /s/ OTTO C. SCHWETHELM | |||
Otto C. Schwethelm | ||||
Vice President, Chief Financial Officer | ||||
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