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): March 3, 2005
WYETH
(Exact name of registrant as specified in its charter)
Delaware 1-1225 13-2526821
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
Five Giralda Farms, Madison, New Jersey 07940
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 973-660-5000
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):
|_| 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
2004 Cash Bonuses and 2005 Base Salaries
- ----------------------------------------
The Company maintains a stockholder-approved Executive Incentive Plan under
which principal corporate officers are eligible to receive awards in the event
that the Company achieves consolidated net earnings, subject to certain
limitations set forth in the plan. On March 3, 2005, the Compensation and
Benefits Committee of the Board of Directors (the "Committee"), with the
approval of the Board of Directors, made cash bonus awards under the Executive
Incentive Plan for 2004 performance to the executive officers who will be
included as Named Executive Officers in the Company's 2005 proxy statement
(collectively the "Named Executive Officers") as follows:
Name 2004 Cash Bonus
Robert Essner $2,500,000
Chairman, President and
Chief Executive Officer
Bernard J. Poussot $1,200,000
Executive Vice President
Kenneth J. Martin $1,020,000
Executive Vice President and
Chief Financial Officer
Joseph M. Mahady $ 794,500
Senior Vice President
Robert R. Ruffolo, Jr. $ 833,760
Senior Vice President
On November 17, 2004, the Committee recommended and the Board of Directors
approved the following base salaries for 2005 for the Named Executive Officers:
$1,590,000 for Mr. Essner, $840,000 for Mr. Poussot, $715,000 for Mr. Martin,
$665,600 for Mr. Mahady and $679,400 for Dr. Ruffolo.
Restricted Stock Awards
- -----------------------
On March 3, 2005, the Committee determined that the Company achieved 100%
of the EPS target set by the Committee for the 2004 performance year for
restricted stock performance awards granted in 2002. Accordingly, the Committee
approved the conversion of these awards into common stock representing 100% of
the target amounts as follows:
Name Number of Shares
Robert Essner 30,510
Bernard J. Poussot 8,899
Kenneth J. Martin 8,899
Joseph M. Mahady 5,085
Robert R. Ruffolo, Jr. 5,085
An additional number of shares equal to 25% of the target award remain
eligible to be earned under a second performance criteria, which will be
determined in 2007 based upon the Company's total shareholder return as compared
to peer companies during the 2004-2006 period.
On November 17, 2004, Dr. Ruffolo received a special retention restricted
stock award of 30,000 units that will be converted to shares of common stock on
November 17, 2007. The closing market price on the grant date for the restricted
stock was $40.43. Unless otherwise determined by the Committee, these units will
be forfeited upon termination of employment prior to vesting for any reason
other than death, disability or retirement (in which cases the units would vest
immediately). Dr. Ruffolo will not be entitled to vote or receive dividends
until the units are converted to common stock.
The Company will provide detailed information with regard to compensation
of its Named Executive Officers in the proxy statement for its 2005 Annual
Meeting of Stockholders, which is expected to be filed with the Securities and
Exchange Commission and first sent to stockholders on or about March 16, 2005.
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: March 9, 2005 WYETH
By: /s/ Kenneth J Martin
---------------------------------------------
Name: Kenneth J. Martin
Title: Executive Vice President
and Chief Financial Officer