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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): May 17, 2011
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-18706
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95-3086563 |
(State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
of Incorporation)
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Identification No.) |
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1000 Park Drive |
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Lawrence, Pennsylvania |
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15055 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (724) 746-5500
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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.
(e) Each of the actions set forth in this Item 5.02 of this Current Report on Form 8-K (this
Form 8-K) occurred on May 17, 2011.
The Compensation Committee (the Compensation Committee) of the Board of Directors (the
Board) of Black Box Corporation (the Company) recommended that the Board approve, and the Board
approved, an annual incentive bonus plan (the FY12 Annual Incentive Plan) under the Black Box
Corporation 2008 Long-Term Incentive Plan (the 2008 Plan) for the fiscal year ending March 31,
2012 (Fiscal 2012). The performance goals for the FY12 Annual Incentive Plan are, as defined
below, operating earnings per share, adjusted operating margin percent, adjusted EBITDA and
DSOs. Operating earnings per share means operating net income divided by weighted average
common shares outstanding (diluted) with operating net income meaning net income plus
Reconciling Items (as defined below); adjusted operating margin percent means operating income
plus Reconciling Items divided by total revenues; adjusted
EBITDA means EBITDA (defined as net income
plus provision for income taxes, interest, depreciation and amortization) plus Reconciling Items;
and DSOs is an internal management calculation based on the balances in net accounts receivable,
costs in excess of billings and billings in excess of costs at the end of the measurement period.
Reconciling Items means: (i) amortization of intangible assets on acquisitions; (ii) stock-based
compensation expense; (iii) asset write-up expense on acquisitions; (iv) expenses, settlements,
judgments and fines associated with material litigation ($500,000 or greater per matter); (v)
changes in fair value of any interest-rate swaps; (vi) certain pension plan funding expenses; (vii)
the impact of any goodwill impairment; and (viii) the effect of changes in tax laws or accounting
principles affecting reported results.
The performance goals for the FY12 Annual Incentive Plan will be equally weighted. Under the
FY12 Annual Incentive Plan, the achievement of the performance goals at 80% of target (90% of
target for the DSOs performance goal) will result in a payout of 50% of targeted annual bonus, the
achievement of the performance goals at 100% of target will result in a payout of 100% of targeted
annual bonus and the achievement of the performance goals at 120% of target (110% of target for the
DSOs performance goal) will result in a payout of 150% of targeted annual bonus.
The achievement of the performance goals at target levels between the
levels of target performance stated above will result in payouts of
targeted annual bonus amounts calculated on a straight-line basis.
The Compensation
Committee retained negative discretion to decrease the amount of any award earned under the FY12
Annual Incentive Plan.
Following Board review and approval, the Compensation Committee made targeted annual bonus
awards under the FY12 Annual Incentive Plan to the Companys executive officers as follows: R.
Terry Blakemore, President and CEO 100% of base salary or $600,000; Michael McAndrew, Executive
Vice President, Chief Financial Officer, Secretary and Treasurer 100% of base salary or
$350,000; Kenneth P. Davis, Vice President 100% of base salary or $330,000; and Francis W.
Wertheimber, Senior Vice President approximately 50% of base salary or $133,000. Key,
non-executive officer employees are also participating in the FY12 Annual Incentive Plan generally on the
same terms as the executive officers.
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The Compensation Committee recommended that the Board approve, and the Board approved, a new
Long-Term Incentive Program (the FY12 LTIP) under the 2008 Plan for the three fiscal years ending
March 31, 2014 (the Performance Period). The FY12 LTIP is comprised of a restricted stock unit
grant payable in shares of the Companys Common Stock, par value $.001 per share (the Common
Stock), representing 20% of the award, a stock option grant representing 30% of the award and
performance share awards (the Performance Awards) payable in shares of the Common Stock
representing 50% of the award.
The restricted stock units and stock options granted pursuant to the FY12 LTIP will vest in
equal increments over three years. The performance goal for 50% of the Performance Awards is the
Companys performance of a cumulative adjusted EBITDA goal (the EBITDA Goal) and the performance
goal for the remaining Performance Awards is the Companys total shareholder return (TSR)
relative to a peer group of companies for the Performance Period. For purposes of determining the
payout of the Performance Awards: (A) the achievement of 75% of the EBITDA Goal will result in a
payout of 50% of the Performance Awards subject to the EBITDA Goal, the achievement of 100% of the
EBITDA Goal will result in a payout of 100% of the Performance Awards subject to the EBITDA Goal
and the achievement of 120% of the EBITDA Goal will result in a
payout of 150% of the Performance Awards subject to the EBITDA Goal; and (B) the ranking of the Companys TSR in the 35th percentile of
the peer groups TSR will result in a payout of 50% of the Performance Awards subject to TSR, the
ranking of the Companys TSR in the 55th percentile of the peer groups TSR will result in a payout of 100% of the Performance Awards subject to
TSR, the ranking of the Companys TSR in the 75th percentile of the peer groups TSR
will result in a payout of 150% of the Performance Awards subject to TSR and the ranking of the
Companys TSR in the 100th percentile of the peer groups TSR will result in a payout of
200% of the Performance Awards subject to TSR. In the event of a negative Company TSR, the payout
will be capped at 100% of the Performance Awards subject to TSR.
Following Board review and approval, the Compensation Committee approved the following
targeted amounts and awards (rounded to the nearest ten shares) under the FY12 LTIP to the
Companys executive officers: Mr. Blakemore $2,324,000 comprised of a restricted stock unit
award for 14,350 shares of the Common Stock, a stock option grant for 56,150 shares of the Common
Stock and Performance Awards for 34,030 shares of the Common Stock; Mr. McAndrew $1,162,000
comprised of a restricted stock unit award for 7,180 shares of the Common Stock, a stock option
grant for 28,080 shares of the Common Stock and Performance Awards
for 17,010 shares of the Common
Stock; Mr. Davis $800,000 comprised of a restricted stock unit award for 4,940 shares of the
Common Stock, a stock option grant for 19,330 shares of the Common Stock and Performance Awards for
11,710 shares of the Common Stock; and Mr. Wertheimber $350,000 comprised of a restricted stock
unit award for 2,160 shares of the Common Stock, a stock option grant for 8,460 shares of the
Common Stock and Performance Awards for 5,120 shares of the Common Stock. Key, non-executive
officer employees are also participating in the FY12 LTIP generally on the same relative basis as the
executive officers.
The foregoing awards under the 2008 Plan were granted on May 17, 2011.
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Item 8.01 Other Events.
Each of the actions set forth in this Item 8.01 of this Form 8-K occurred on May 17, 2011.
Except for the annual retainer for the Chairs of the Governance Committee of the Board (the
Governance Committee) and the Nominating Committee of the Board (the Nominating Committee), the
Board, upon the recommendation of the Governance Committee, made no changes in the compensation
arrangements for the non-employee members of the Board. The following are such compensation
arrangements effective for Fiscal 2012.
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Each non-employee member of the Board will continue to receive an annual retainer of
$35,000 per year, payable quarterly. |
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Meeting fees for Board and Board committee meetings will remain as follows: $2,000
for each Board meeting attended in person; $1,000 for each Board meeting attended by
telephone; $1,500 for each meeting of the Audit Committee of the Board (the Audit
Committee) attended in person or by telephone; and $1,000 for each meeting of the
Compensation Committee, the Governance Committee and the Nominating Committee attended
in person or by telephone. |
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The Chairperson of the Compensation Committee will continue to receive an annual
retainer of $15,000, payable quarterly. |
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The Chairperson of each of the Governance Committee and the Nominating Committee will
receive an annual retainer of $7,500 (increased, in each case, from $5,000), payable
quarterly. |
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The Chairperson of the Audit Committee will continue to receive an annual retainer of
$15,000, payable quarterly. |
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The non-executive Chairperson of the Board will continue to receive an annual
retainer of $75,000, payable quarterly. |
In addition, on May 17, 2011, each non-employee director received an immediately-vested
restricted stock unit award with a value of $100,000 on such date. Based on the closing price of
the Common Stock on the date of grant (and rounding to the nearest ten shares), this grant resulted
in a restricted stock unit award to each non-employee director for 3,090 shares of the Common Stock
which vested immediately upon grant.
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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.
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Black Box Corporation
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Date: May 23, 2011 |
By: |
/s/ Michael McAndrew
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Michael McAndrew
Executive Vice President, Chief Financial Officer, Treasurer
and Secretary
(Principal Accounting Officer) |
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