ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On February 18, 2008, the Compensation Committee of the Board of Directors of Spherion Corporation approved the Company’s 2008 Variable Pay Plan (the “Plan”). Under the Plan, the 2008 annual incentive awards for all of our executive officers will be based 85% on earnings per share targets and 15% on core value goals. EPS goals are reflected in the following chart:
| | | | | | | | | |
| Spherion EPS |
| (85% of Variable Pay Opportunity) |
| | | EPS from | | |
| | | continuing | | % of EPS Component |
| Goal Level | | operations | | Awarded |
| |
| Achievement | | | * | | | | 200 | % |
| Target | | | * | | | | 100 | % |
| Threshold | | | * | | | | 5.88 | % |
| Below Threshold | | * | | | 0 | % |
| | |
| * | | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
Individual core value goals will be set by Roy G. Krause, our President and Chief Executive Officer.
The 2008 annual incentive award target for each executive officer is as follows: 100% for Roy G. Krause, 80% of base salary for William J. Grubbs and Mark W. Smith and 60% of base salary for John D. Heins and Loretta A. Penn.
A copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Also on February 18, 2008, the Compensation Committee approved the issuance, under the Company’s 2006 Stock Incentive Plan, of restricted stock units (“RSUs”) and stock options to its principal executive officer, principal financial officer and the other executive officers named in the table below in the amounts indicated:
| | | | | | | | | |
| Equity Grants |
| Name | | RSUs Granted | | Stock Options Granted |
| |
| Roy G. Krause (PEO) | | | 120,000 | | | | 225,000 | |
| Mark W. Smith (PFO) | | | 75,000 | | | | 75,000 | |
| William J. Grubbs | | | 90,000 | | | | 85,000 | |
| John D. Heins | | | 25,000 | | | | 35,000 | |
| Loretta A. Penn | | | 15,000 | | | | 15,000 | |
The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the achievement of certain EPS targets. The stock options are exercisable in three equal annual installments beginning on the first anniversary of the grant date at an exercise price of $6.21 per share and expire seven years from the grant date.
On February 18, 2008, the Compensation Committee of the Board of Directors also approved adjusted annual base salaries for the following executives: $660,000 for Mr. Krause, $420,000 for Mr. Grubbs, $364,000 for Mr. Smith, $284,000 for Mr. Heins and $220,000 for Ms. Penn.
| | |
| ITEM 5.03. | | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On and effective February 19, 2008, the Board of Directors of Spherion Corporation amended Sections 5.01 and 5.03 of the Company’s Restated Bylaws to allow for the issuance of shares of Company capital stock in uncertificated form. The text of the amended sections of the Restated Bylaws is included as an exhibit to this report and is incorporated herein by this reference.
| | |
| ITEM 9.01. | | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| | | |
| Exhibit No. | | Description |
| | | |
| 3.1 | | Text of Amended Bylaws Sections. |
| |
| 10.1 | | Spherion Corporation 2008 Variable Pay Plan (portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment). |
