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) March 23, 2006
Keane, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
001-7516 | | 04-2437166 |
(Commission File Number) | | (IRS Employer Identification No.) |
| | |
100 City Square, Boston, Massachusetts | | 02129 |
(Address of Principal Executive Offices) | | (Zip Code) |
(617) 241-9200
(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 (see General Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement
On March 23, 2006, the Compensation Committee of the Board of Directors of Keane, Inc. (the “Company”) approved the 2006 Incentive Compensation Plan for the Company’s executive officers.
The incentive awards are based on the Company’s pre-established performance objectives, consisting of financial measures and strategic objectives to be achieved for the year ended December 31, 2006. These financial measures at the Company wide level include cash earnings per share (CEPS)(1)and revenues and at the business unit level, revenues and operating income. The pre-established performance objectives also include non-financial measures that are based upon the executive’s individual strategic objectives, such as support of the One Keane initiative, leadership initiatives, organizational effectiveness and brand development. Each executive was assigned a pre-established incentive target expressed as a percentage ranging from 50% to 100% of his or her base salary. The financial measures represent 60% to 90% of the targeted bonus and the strategic objectives represent 10% to 40% of the targeted bonus.
(1) Keane’s management believes that cash performance is the primary driver of long-term per share value. As such, Keane’s management views diluted cash earnings per share (CEPS) as an important indicator of performance that helps investors gain a meaningful understanding of the Company’s core operating results and future prospects, consistent with the manner in which management measures and forecasts the Company’s performance. CEPS excludes amortization of intangible assets, stock-based compensation, and restructuring charges, net. CEPS is not a measurement in accordance with Generally Accepted Accounting Principles (GAAP) and is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP.
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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.
Date: | March 29, 2006 | KEANE, INC. |
| |
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| By: | /s/ John J. Leahy | |
| | | |
| | John J. Leahy | |
| | Executive Vice President of Finance and
Administration and Chief Financial
Officer |
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