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 2, 2005
SIGMA-ALDRICH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-8135 | | 43-1050617 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
3050 Spruce Street
St. Louis, Missouri 63103
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (314) 771-5765
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):
| ¨ | 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 May 2, 2005, the Corporate Governance Committee, in order to remain at a competitive level, set the Director’s Compensation annual retainer and meeting fees for 2005-2006, effective July 1, 2005. The annual retainer will be $40,000 and the meeting fees will be as follows:
| | | |
Board Meeting | | $ | 3,000 |
| |
Committee Meeting-Chairman | | | |
Audit | | $ | 4,000 |
Compensation | | $ | 2,000 |
Corporate Governance | | $ | 2,000 |
| |
Committee Meeting-Participant | | | |
Audit | | $ | 1,000 |
Compensation | | $ | 1,000 |
Corporate Governance | | $ | 1,000 |
Participation via conference call reduces the meeting fees by 50%.
In addition to the annual retainer and meeting fees the Directors received 5,000 stock options.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 3, 2005, at the annual shareholders meeting, the following directors were re-elected: Nina V. Fedoroff, David R. Harvey, W. Lee McCollum, William C. O’Neil, Jr., J. Pedro Reinhard, D. Dean Spatz and Barrett A. Toan. Timothy R. G. Sear, Chairman of Alcon, Inc., was elected to his first term as a Director. Jerome W. Sandweiss retired as a Director after serving 30 years.
Item 7.01. Regulation FD Disclosure
On May 3, 2005, Sigma-Aldrich Corporation issued a press release announcing the Company’s quarterly dividend and the election of the Company’s directors. A copy of this press release is furnished with this report as an exhibit to this Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press Release issued May 3, 2005 — SIGMA-ALDRICH DIRECTORS ELECTED AND QUARTERLY DIVIDEND DECLARED. |
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.
Dated: May 4, 2005
| | |
| SIGMA-ALDRICH CORPORATION |
| |
| By: | | /S/ KAREN MILLER
|
| | | Karen Miller, Corporate Controller |
EXHIBIT INDEX
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press Release issued May 3, 2005 — SIGMA-ALDRICH DIRECTORS ELECTED AND QUARTERLY DIVIDEND DECLARED. |
