form_8-k.htm
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): April 30,
2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
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Virginia
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1-9148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1801
Bayberry Court
P.
O. Box 18100
Richmond,
VA 23226-8100
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (804) 289-9600
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.):
[ ] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting materials 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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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I. Appointment
of Michael J. Cazer
General
On
May 1, 2008, the Board of Directors (the “Board”) of The Brink’s Company (the
“Company”) appointed Michael J. Cazer, 41, as the Company’s Vice President and
Chief Financial Officer. Mr. Cazer succeeds Robert T. Ritter who
retired as the Company’s Vice President and Chief Financial Officer effective
May 1, 2008.
Mr.
Cazer joins the Company with 20 years of financial experience, having served in
numerous leadership positions at General Electric Company, a diversified
technology, media and financial services company. He most recently
served as chief financial officer of GE Security, a global General Electric
subsidiary focused on communication and information technologies for security
and life safety products, from April 2005 to April 2008, having previously
served as chief financial officer of GE Consumer and Industrial Europe, a
General Electric subsidiary engaged in the design, manufacturing and sales of
electrical distribution equipment, lighting products and household appliances in
Europe, from April 2004 to April 2005, and as chief financial officer of GE
Fanuc, a joint venture between General Electric and FANUC of Japan focused on
automation and embedded computing, from December 2001 to April
2004. He also served in various finance-related executive positions
at General Electric, including a position on General Electric’s corporate audit
staff.
Compensation
and Benefits
Mr.
Cazer will receive an annual base salary of $450,000 and will participate in the
Company’s Key Employees Incentive Plan (the “KEIP”), with a target cash bonus of
65% of his annual base salary. Mr. Cazer will also be eligible for a
relocation bonus of $100,000, which will become payable when his family
relocates to Richmond, Virginia. In addition, Mr. Cazer will receive
other benefits that the Company customarily provides to its executive officers,
including participation in the Company’s Key Employees’ Deferred Compensation
Program, relocation assistance pursuant to the Company’s relocation policy and
participation in the Company’s Financial and Tax Planning Program.
In
connection with his employment with the Company, Mr. Cazer received (1) 11,882
restricted stock units valued at $800,015.06 in consideration for forfeiting
incentive awards at his former employer and (2) 14,036 restricted stock units
valued at $945,043.88. The value of each award is based on $67.33 per
share, which was the average of the high and low per share quoted sale prices of
the Company’s common stock on April 7, 2008, the date of the
grant. Each award of restricted stock units will vest ratably over a
three-year term, subject to Mr. Cazer’s continued employment with the Company on
each vesting date, and is payable in shares of the Company’s common
stock. The restricted stock units valued at $800,015.06, however,
also vest immediately if Mr. Cazer’s employment is terminated by the Company
other than for cause, death or incapacity. The restricted stock unit
awards were made pursuant to the Company’s 2005 Equity
Incentive
Plan and are subject and qualified in their entirety by reference to the
restricted stock unit award agreements between the Company and Mr. Cazer, copies
of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated
herein by reference.
Change
in Control Agreement and Severance Agreement
In
connection with his employment with the Company, Mr. Cazer also entered into a
change in control agreement and a severance agreement with the
Company. The benefits payable under the change in control agreement
and severance agreement are not duplicative. In the event of a
conflict between the terms of the two agreements, Mr. Cazer is entitled to
receive the compensation and benefits most favorable to him.
Change in Control
Agreement. Under the terms of Mr. Cazer’s change in control
agreement, if a change in control (as defined in the change in control
agreement) occurs and Mr. Cazer remains employed by the Company, he will receive
annual compensation equal to the sum of (1) a salary not less than his
annualized salary in effect immediately before the date the change in control
occurred, plus (2) a bonus not less than an amount equal to average amount of
his annual bonus award under the KEIP or any substitute or successor plan for
the last three full calendar years preceding the date the change in control
occurred (the “Average Annual Bonus”). On each anniversary of the
date the change in control occurred, his compensation in effect on such
anniversary date will be increased for the remaining period of his employment to
adjust for inflation.
If
a change in control occurs and the Company terminates Mr. Cazer’s employment
other than for cause (as defined in the change in control agreement), death or
incapacity (as defined in the change in control agreement) or he terminates his
employment for good reason (as defined in the change in control agreement)
during the three years following the date of the change in control, the Company
will make a lump sum cash payment to Mr. Cazer consisting of the aggregate of
the following amounts:
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·
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the
sum of (1) his currently effective annual base salary through the date of
termination to the extent not already paid, (2) his Average Annual Bonus
prorated based on the number of days worked in the year of his termination
and (3) any accrued vacation pay, in each case to the extent not already
paid or credited; and
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·
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the
amount equal to two times the sum of his annual base salary and his
Average Annual Bonus.
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Subject
to certain limitations set forth in the change in control agreement, if the
payments received under the change in control agreement are more than 110% of
the threshold for excise tax imposed by the Internal Revenue Code of 1986, as
amended (the “Code”), Mr. Cazer will be entitled to a gross-up payment such that
his net payments after payment of all taxes are equal to the payments that would
have been received if the excise tax had not been imposed.
The
change in control agreement will terminate on April 7, 2011 if a change in
control has not occurred before that date.
Severance
Agreement. Under the terms of Mr. Cazer’s severance agreement,
if the Company terminates his employment other than for cause (as defined in the
severance agreement), death or incapacity (as defined in the severance
agreement), the Company will make a lump sum cash payment to Mr. Cazer
consisting of the aggregate of the following amounts:
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·
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the
sum of (1) his currently effective annual base salary through the date of
termination to the extent not already paid, (2) his Average Annual Bonus
prorated based on the number of days worked in the year of his termination
and (3) any accrued vacation pay, in each case to the extent not already
paid or credited; and
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·
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the
amount equal to two times the sum of his annual base salary and his
Average Annual Bonus.
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The
severance agreement contains confidentiality and non-competition provisions and
is subject to execution by Mr. Cazer of a customary release.
Subject
to certain limitations set forth in the severance agreement, if the payments
received under the severance agreement are more than 110% of the threshold for
excise tax imposed by the Code, Mr. Cazer will be entitled to a gross-up payment
such that his net payments after payment of all taxes are equal to the payments
that would have been received if the excise tax had not been
imposed.
The
severance agreement will terminate on April 7, 2011.
The
foregoing descriptions of the change in control agreement and severance
agreement are not complete and are qualified in their entirety by reference to
the entire change in control agreement and the entire severance agreement,
copies of which are attached hereto as Exhibit
10.3 and Exhibit 10.4 and incorporated herein by reference.
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II.
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Consulting
Agreement with Robert T. Ritter
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On
April 30, 2008, the Company entered into a consulting agreement with Robert T.
Ritter. Under the terms of the consulting agreement, Mr. Ritter will
perform consulting services that are mutually agreed to by the Company and Mr.
Ritter commencing on July 1, 2008 and continuing until June 30, 2009; provided,
however, that either party may terminate the consulting agreement upon 30 days
notice. The Company will pay Mr. Ritter a monthly fee of $12,500 plus
an hourly fee of $500 for each hour in which he performs the consulting services
required under the consulting agreement. In addition, the Company
will reimburse Mr. Ritter for his reasonable expenses incurred in connection
with the performance of his consulting services under the consulting
agreement.
The foregoing description of the
consulting agreement is not complete and is qualified in its entirety by
reference to the entire consulting agreement, a copy of which is attached hereto
as Exhibit 10.5 and incorporated herein by reference.
Item
8.01 Other
Events.
On May 1, 2008, the Company’s Board of
Directors affirmatively determined that Carroll R. Wetzel, Jr. is independent
under the listing standards of the New York Stock Exchange and the independence
determination guidelines described in the Company’s Corporate Governance
Policies.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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10.1
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Restricted
Stock Unit Award Agreement, dated as of April 7, 2008, between the
Company and Michael J. Cazer.
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10.2
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Restricted
Stock Unit Award Agreement, dated as of April 7, 2008, between the Company
and Michael J. Cazer.
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10.3
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Change
in Control Agreement, dated April 7, 2008, between the Company and Michael
J. Cazer.
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10.4
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Severance
Agreement, dated April 7, 2008, between the Company and Michael J.
Cazer.
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10.5
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Consulting
Agreement, dated April 30, 2008, between the Company and Robert T.
Ritter.
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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 thereunto duly
authorized.
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THE
BRINK’S COMPANY |
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(Registrant) |
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Date: May 5,
2008
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By:
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/s/ Austin
F. Reed |
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Austin F. Reed |
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Vice
President, General Counsel and Secretary |
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
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10.1
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Restricted
Stock Unit Award Agreement, dated as of April 7, 2008, between the Company
and Michael J. Cazer.
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10.2
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Restricted
Stock Unit Award Agreement, dated as of April 7, 2008, between the
Company and Michael J. Cazer.
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10.3
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Change
in Control Agreement, dated April 7, 2008, between the Company and Michael
J. Cazer.
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10.4
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Severance
Agreement, dated April 7, 2008, between the Company and Michael J.
Cazer.
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10.5
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Consulting
Agreement, dated April 30, 2008, between the Company and Robert T.
Ritter.
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