ecol_8k-121008.htm
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): December 10, 2008
AMERICAN
ECOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
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DELAWARE
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0-11688
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95-3889638
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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Lakepointe
Centre I,
300
E. Mallard Drive, Suite 300
Boise,
Idaho
(Address
of principal executive offices)
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83706
(Zip
Code)
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(208)
331-8400
(Registrant’s
telephone number, including area code)
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)
¨ 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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On December 10, 2008, the
American Ecology Corporation (“the Company”) Board of Directors approved the
appointment of James R. Baumgardner to the position of President and Chief
Operating Officer. Mr. Baumgardner, age 46, re-joins the Company from
SECOR International, Inc. where since 2006 he served Senior Vice President and
Chief Financial Officer. From 1999 to 2006 Mr. Baumgardner served as
the Company’s Senior Vice President and Chief Financial
Officer. Prior to joining the Company in 1999, Mr. Baumgardner held
various positions in corporate banking and corporate treasury. Mr.
Baumgardner holds a Masters of Business Administration and Bachelors of Science
from Oregon State University.
In
connection with his appointment, Mr. Baumgardner entered into a management
employment agreement (the “Agreement”) with a term through May
2010. Among other things, the Agreement establishes Mr. Baumgardner’s
annual base salary of $250,000 and participation in the Company’s employee
benefit plans, including any management incentive plans.
Mr.
Baumgardner is eligible to receive an incentive bonus payment for fiscal year
2009 if the base financial performance target (the “Base Budget Target”) is
achieved. The bonus opportunity for achieving the 2009 Base Budget Target is up
to 40% of his base salary. In the event the Company exceeds the Base Budget
Target, Mr. Baumgardner is eligible for an additional bonus payment calculated
by multiplying his base salary by 1% for every 1% increase over the Base Budget
Target. There is no maximum payout.
The
Agreement provides for severance benefits payable to Mr. Baumgardner if his
employment is terminated by the Company without cause or Mr. Baumgardner
terminates his employment for good reason. The Agreement also
provides for severance benefits payable to Mr. Baumgardner in the event that the
Company and Mr. Baumgardner do not enter into a new employment agreement prior
to June 1, 2010. In addition, the Agreement also entitles Mr.
Baumgardner to a payment in the event of a change in control of the Company
during the term of the Agreement where the enterprise value of the Company is
greater than or equal to a designated valuation, with the amount of the payment
to be determined based upon a designated percentage of transaction
value. .Any payments made in connection with a change in
control of the Company under the Agreement are in lieu of any severance benefits
payable under the Agreement. Mr. Baumgardner is also eligible to
participate in the equity incentive plans of the Company, including the American
Ecology 2008 Stock Incentive Plan.
(e) On December 10, 2008,
the Compensation Committee of the Board of Directors of American Ecology
Corporation (the “Company”) approved the annual base salary and bonus
opportunity for each of the other members of the executive leadership team for
fiscal year 2009. The fiscal year 2009 base salary for each of the Company’s
named executive officers is as follows:
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Named Executive Officer
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Title
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Stephen
A. Romano
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President
and Chief Executive Officer
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$
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300,000
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Simon
G. Bell
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Vice
President of Operations
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$
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172,000
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Jeffrey
R. Feeler
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Vice
President and Chief Financial Officer
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$
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172,000
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John
M. Cooper
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Vice
President and Chief Information Officer
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$
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140,000
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Steven
D. Welling
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Vice
President of Sales and Marketing
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$
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130,000
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The
Compensation Committee also approved a bonus opportunity for each of the other
members of the executive leadership team. Each executive officer will be
eligible to receive a bonus payment for fiscal year 2009 if the Base Budget
Target” is achieved. The bonus opportunity for achieving the 2009 Base Budget
Target is up to 75% of base salary for Mr. Romano, up to 35% of base salary
for Messrs. Bell, Feeler and Cooper and up to 25% of base salary for
Mr. Welling. In the event the Company exceeds the Base Budget Target,
Mr. Romano will be eligible for an additional bonus payment calculated by
multiplying his base salary by 2.5% for every 1% increase over the Base Budget
Target. Similarly, Messrs. Bell, Feeler, Cooper and Welling will be
eligible for an additional bonus payment calculated by multiplying their
respective salaries by 1% for every 1% increase over the Base Budget Target.
There is no maximum payout.
Mr. Welling
will also be compensated under the Company’s 2004 Executive Sales Incentive Plan
(the “Plan”). The Plan is designed to, among other things, leverage
Mr. Welling’s sales and leadership skills to improve the performance of
individual sales team members and drive overall team performance and
efficiency.
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 thereunto
duly authorized.
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AMERICAN
ECOLOGY CORPORATION
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(Registrant)
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Date: December
12, 2008
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By: |
/S/ Jeffrey R. Feeler
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Jeffrey
R. Feeler
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Vice
President & Chief Financial Officer
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