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): January 18,
2007
BRUNSWICK
CORPORATION
(Exact
Name of Registrant Specified in Charter)
|
Delaware
|
001-01043
|
36-0848180
|
||
|
(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
1
N. Field Court
Lake
Forest, Illinois
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60045-4811
|
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (847) 735-4700
(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)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240, 14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240, 13e-4(c))
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Item
5.02(e) Compensatory Arrangements of Certain Officers
Brunswick
Corporation (“Brunswick”) has entered into new Terms and Conditions of
Employment (the "Officer Terms") with certain of its officers, including
its
named executive officers other than Dustan E. McCoy, Chairman and Chief
Executive Officer: Peter G. Leemputte, Senior Vice President and Chief Financial
Officer; Peter B. Hamilton, Vice Chairman and President - Brunswick Boat
Group;
Patrick C. Mackey, Vice President and President - Mercury Marine Group; and
Marschall I. Smith, Vice President, General Counsel and Secretary. The Officer
Terms supersede all existing severance, change in control, and indemnification
agreements with these officers, but do not alter existing levels of salary
and
benefits or the other elements of compensation, except for certain benefits
provided upon termination. In a Current Report on Form 8-K dated September
18,
2006, Brunswick previously announced that it had entered into new Terms and
Conditions of Employment with Mr. McCoy and had adopted new standard Officer
Terms for other officers of Brunswick. The form of Officer Terms attached
to
this Current Report on Form 8-K reflects certain modifications to, and
supersedes, the form of September 18, 2006.
The
Officer Terms describe each officer’s salary, bonus plan participation and other
benefits. The Officer Terms also incorporate the provisions of existing
indemnification agreements.
Brunswick’s
officers are “employees at will” until employment terminates in accordance with
the Officer Terms. Each officer is entitled to receive severance benefits
upon
termination in certain circumstances specified in the Officer Terms.
Prior
to
a change in control, an officer will be entitled to specified severance benefits
if employment is terminated by the officer for good reason or by Brunswick
other
than for cause or long-term disability. The terms “good reason,” “cause” and
“long-term disability” are defined in the Officer Terms. If there is a
qualifying termination of employment prior to a change in control, the officer
will be entitled to a severance payment equal to 1.5 times the officer’s annual
base salary, along with an amount at the discretion of the Chief Executive
Officer based on the officer’s target annual bonus under the Brunswick
Performance Plan (“BPP”). The officer is also entitled to, among other things,
(i) the continuation, or a cash payment in lieu of continuation, of certain
other benefits and perquisites for up to 18 months, including retirement
benefits, financial planning and excess liability insurance, and (ii) treatment
of all outstanding equity incentive awards in accordance with their terms.
After
a
change in control, an officer will be entitled to specified severance benefits
if employment is terminated by the officer for good reason or by Brunswick
other
than for cause or long-term disability. If there is any such termination
following a change in control, the officer will be entitled to a severance
payment equal to three times the sum of the officer’s annual base salary and the
officer’s target bonuses under the BPP and the Strategic Incentive Plan. The
officer is also entitled to, among other things, (i) the continuation, or
a cash
payment in lieu of continuation, of certain other benefits and perquisites
for
up to 36 months, including retirement benefits, financial planning and excess
liability insurance, and (ii) vesting of all outstanding equity incentive
awards, with performance-based awards deemed to have been earned at the maximum
level.
2
In
addition, the Officer Terms provide for “gross-ups” relating to certain taxes
that may be incurred in connection with payments under the Officer
Terms.
In
the
case of Mr. Hamilton, he remains entitled to retiree medical benefits and
a
service credit of 12.5 years for purposes of determining his supplemental
retirement benefits. This credit is in respect of service with a previous
employer, and is carried forward from a prior agreement. The credit is subject
to an offset for the pension earned at the previous employer.
The
definition of a change in control includes: (i) the acquisition of 25 percent
or
more of the outstanding voting stock of Brunswick; (ii) the failure of the
incumbent Board of Directors to constitute a majority of Brunswick’s Board of
Directors, excluding new directors who (a) are approved by a vote of at least
50
percent of the members of the incumbent Board of Directors and (b) did not
join
the Board following an actual or threatened contested election of directors;
(iii) a merger, reorganization or consolidation of Brunswick with another
entity, or a sale of substantially all of its assets, unless after such
transaction (a) Brunswick’s shareholders continue to own at least 60 percent of
the voting stock outstanding, (b) no person owns more than 25 percent of
Brunswick’s voting stock, and (c) the members of the incumbent Board of
Directors still constitute a majority of the Board of Directors; or (iv)
a
complete liquidation or dissolution of Brunswick.
The
Officer Terms require each officer to agree to certain confidentiality,
non-competition and non-solicitation provisions, and to sign a general
release.
The
foregoing description of the Officer Terms is a summary of their material
terms,
does not purport to be complete, and is qualified in its entirety by reference
to the form of Officer Terms filed as Exhibit 10.1 to this report and
incorporated by reference herein.
ITEM
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit
No.
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Description
of Exhibit
|
|
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10.1
|
Form
of Terms and Conditions of Employment for officers of Brunswick
Corporation.
|
3
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.
| BRUNSWICK CORPORATION | ||
| |
|
|
| Dated: January 18, 2007 | By: | /s/ MARSCHALL I. SMITH |
| Name: Marschall I. Smith | ||
| Title: Vice President, General Counsel and Secretary | ||
4
EXHIBIT
INDEX:
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Exhibit
No.
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Description
of Exhibit
|
|
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10.1
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Form
of Terms and Conditions of Employment for officers of Brunswick
Corporation.
|
5