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 31, 2005
UNIVERSAL
COMPRESSION HOLDINGS, INC.
UNIVERSAL COMPRESSION, INC.
(Exact name of registrants as specified in their charters)
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Delaware |
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001-15843 |
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13-3989167 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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4444
Brittmoore Road |
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77041 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrants’ telephone number, including area code: (713) 335-7000
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
1. Changes to Director Compensation
On March 31, 2005, the Board of Directors of Universal Compression Holdings, Inc. (the “Company”), approved changes to cash retainer fees for non-management directors of the Company, as proposed by the Nominating and Corporate Governance Committee, as follows:
• The annual board member retainer was increased to $30,000 from $24,000, effective April 1, 2005.
• The Compensation Committee chairperson will receive an additional $5,000 annual retainer, effective April 1, 2005.
• The Nominating and Corporate Governance Committee chairperson will receive an additional $5,000 annual retainer, effective April 1, 2005.
• The Audit Committee chairperson will receive an additional $10,000 annual retainer, effective April 1, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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UNIVERSAL COMPRESSION HOLDINGS, INC. |
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UNIVERSAL COMPRESSION, INC. |
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(Registrants) |
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Date: May 18, 2005 |
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By: |
/s/ D. BRADLEY CHILDERS |
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D. Bradley Childers |
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Senior Vice President, General Counsel and Secretary |
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