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): February 9, 2010
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
| MASSACHUSETTS | 001-09781 | 04-2170233 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
290 Concord Road, Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone number, including area code: (978) 715-4321
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:
| ¨ | 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 February 9 and 10, 2010, the Management Development and Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Millipore Corporation (the “Company”) finalized the following for eligible executive officers of the Company:
| • | annual incentive payments for 2009 pursuant to the Millipore Incentive Plan (the “Incentive Plan”); |
| • | base salary increases for 2010; |
| • | stock option and performance-based restricted stock unit grants (including applicable financial metrics); and |
| • | metrics and parameters for annual incentive payments under the Incentive Plan for 2010. |
Annual Incentive Plan Payments and Base Salary Increases
The following table sets forth information regarding the annual incentive payment amounts for 2009 and the increased base salaries for 2010 for the Company’s principal executive officer, principal financial officer and the other executive officer who was included as named executive officer in the Company’s 2009 proxy statement and are still in the employ of the Company (“Named Executive Officers”):
Executive Officer | Title | 2009 Incentive Payment ($) | 2010 Base Salary ($) (1) | |||||
Martin D. Madaus | Chairman, President and Chief Executive Officer | $ | 1,308,933 | $ | 950,000 | |||
Charles F. Wagner, Jr. | Vice President, Chief Financial Officer | $ | 616,971 | $ | 436,951 | |||
Peter C. Kershaw | Vice President, Global Operations | $ | 350,868 | $ | 346,490 | |||
| (1) | Effective March 1, 2010. |
The Compensation Committee reviewed the Company’s financial results for 2009 and approved the incentive payments for the eligible group (to be paid in March 2010). These payments are consistent with the financial performance metrics, relative weight and incentive opportunities as had been set for 2009, as described in detail in our Current Report on Form 8-K filed February 13, 2009.
Stock Options and Performance-based Restricted Stock Units
The Compensation Committee granted equity compensation in the forms of stock options and performance-based restricted stock units to executive officers of the Company. The grants were made under the Company’s 2008 Stock Incentive Plan (the “Equity Plan”), a copy of which has been previously filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008. The grants will be covered by separate award agreements.
The following table sets forth information regarding options to purchase shares of the Company’s common stock (“Options”) and target performance-based restricted stock units (“PSUs”) granted under the Equity Plan to the Company’s Named Executive Officers.
Executive Officer | Title | Number of Options | Target Award Number of PSUs | |||
Martin D. Madaus | Chairman, President and Chief Executive Officer | 94,071 | 25,502 | |||
Charles F. Wagner, Jr. | Vice President, Chief Financial Officer | 26,877 | 7,286 | |||
Peter C. Kershaw | Vice President, Global Operations | 18,814 | 5,100 |
The Options awarded to the executives are non-qualified stock options and vest in one-quarter increments on each of the first four anniversaries of the grant date, or earlier upon certain events, subject to the executives’ continuing employment on those dates. The Options have a ten-year term and have an exercise
price per share of $68.62, the fair market value of the Company’s common stock at the close of the stock market on the effective date of the award. The foregoing description is qualified in its entirety by reference to the form of option award, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on February 13, 2009 and incorporated herein by reference.
The PSUs were awarded to the executives under the Equity Plan provisions allowing for the granting of performance-based restricted stock units. The number of shares that will vest, if any, will be determined in 2013 by the Compensation Committee and will be subject to certain financial metrics, specifically the Company’s three year revenue compound annual growth rate and three year cumulative free cash flow. In no case, however, will the maximum number of shares that vest under a PSU exceed 150% of the Target Award. Vested PSUs result in the delivery to the recipient of one share of the Company’s common stock per vested unit subject to adjustment under the Equity Plan. The foregoing description is qualified in its entirety by reference to the form of PSU award, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on February 13, 2009 and incorporated herein by reference.
Annual Incentive Program for 2010
Annual incentive payments to the executive officers and other employees of the Company are awarded under the Incentive Plan. The Incentive Plan is designed to create an award pool based on a formula-based assessment of the performance of the Company (“Financial Performance Metrics”). These Financial Performance Metrics and their relative weight are set for each year by the Compensation Committee and may be changed from year to year.
The Financial Performance Metrics for 2010 include sales growth, profitability, cash flow and relative performance of the Company versus peer companies in like industries. Each of these four Financial Performance Metrics is weighted equally for 2010. The metrics and weighting are unchanged from 2009.
The incentive award pool for executive officers including the CEO is based solely on overall Company performance against the Financial Performance Metrics, subject to the final discretion of the Compensation Committee, which may adjust the awards based on individual performance. Levels of Company performance are defined in relation to corporate goals for “Target” (the expected level of performance) and “Minimum” (that level of performance below which no incentive payment will be made). If corporate performance is below the Target performance, but above the Minimum, some incentive payment will be payable but not full target incentive payment. If corporate performance exceeds Target, additional incentive payment will be payable. The incentive target for each executive officer is expressed as a percentage of such officer’s annual eligible earnings. For 2010, the incentive target for the Company’s CEO, Martin D. Madaus, remains at 100% of Dr. Madaus’ 2010 annual base earnings, with a maximum possible incentive payment of 200% of his base salary. For 2010, the incentive targets as a percentage of annual eligible earnings for the Named Executive Officers of the Company other than the CEO remain as follows:
Executive Officer | Title | 2010 Incentive Target % | |||
Charles F. Wagner, Jr. | Vice President, Chief Financial Officer | 75 | % | ||
Peter C. Kershaw | Vice President, Global Operations | 65 | % |
The maximum possible incentive payment for each such executive officer is 150% of such officer’s base salary. These incentive targets are unchanged from 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MILLIPORE CORPORATION |
| /s/ Charles F. Wagner, Jr. |
| Charles F. Wagner, Jr. |
| Vice President and Chief Financial Officer |
Date: February 12, 2010