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 11, 2006
Commission File Number 001-31921
COMPASS MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3972986
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
9900 WEST 109TH STREET
SUITE 600
OVERLAND PARK, KS 66210
(913) 344-9200
(Address of principal executive offices and telephone number)
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:
[ ] 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))
2
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ENTRY INTO EMPLOYMENT AGREEMENT WITH ANGELO C. BRISIMITZAKIS
On May 11, 2006, the Company entered into an Employment Agreement with Angelo C.
Brisimitzakis (the "Employment Agreement") to serve as the Company's President
and CEO, which Employment Agreement is attached as Exhibit 10.1 and incorporated
herein by reference. Mr. Brisimitzakis will also join the Company's Board of
Directors. The Employment Agreement is effective as of May 11, 2006 and
continues until age 65, unless earlier terminated as provided therein. Mr.
Brisimitzakis's Employment Agreement provides an annual base salary of $450,000.
In addition, he will be eligible for the Company's Annual Incentive Plan (AIP)
with a target level of 80%, except that the 2006 AIP payment will not be less
than 45% of his annual base salary. The AIP was disclosed in a Form 8-K that was
filed on August 3, 2005. Mr. Brisimitzakis is also being granted 25,000
Restricted Stock Units and 100,000 Non-Qualified Stock Options. The forms of
Non-Qualified Stock Option Award and Restricted Stock Units Award Agreements
were filed as Exhibits 10.1 and 10.2 to the Company's Form 8-K that was filed on
January 27, 2006. The Restricted Stock Units entirely vest three years following
the grant date and the stock options vest 25% per year, starting one year from
the grant date. If Mr. Brisimitzakis is terminated for any reason other than
death, disability, resignation or Cause (as defined in the Employment
Agreement), he will be entitled to the compensation due under the Employment
Agreement through his termination, plus the lesser of: 1) an amount equal to 2
times base salary for the 12 months immediately prior to termination; or 2)
continuation of his base salary to age 65. In addition, he will receive 18
months of COBRA continuation coverage and immediate vesting of all stock options
and/or restricted stock units granted through the date of termination. In
addition, the Company entered into a Change in Control Severance Agreement with
Mr. Brisimitzakis, in the form attached hereto as Exhibit 10.2 and incorporated
herein by reference. Finally, the Company entered into a Restrictive Covenant
Agreement with Mr. Brisimitzakis, in the form attached hereto as Exhibit 10.3
and incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
RESIGNATION OF MICHAEL E. DUCEY AS PRESIDENT AND CEO OF THE COMPANY AND FROM THE
COMPANY'S BOARD OF DIRECTORS
Effective May 11, 2006, Michael E. Ducey resigned from his positions as
President and CEO of the Company and his position as a member of the Board of
Directors of the Company. Mr. Ducey's resignation was pursuant to his announced
resignation as discussed in his employment agreement, as filed with the SEC on
November 11, 2005. Pursuant to the terms of his employment agreement, Mr. Ducey
will assist in the smooth and orderly transition to Mr. Brisimitzakis.
APPOINTMENT OF ANGELO C. BRISIMITZAKIS AS PRESIDENT AND CEO
Effective May 11, 2006, the Board appointed Angelo C. Brisimitzakis as President
and CEO of the Company. Mr. Brisimitzakis last served as Executive Vice
President and General Manager of the Flame Retardants and Performance Products
division at Great Lakes Chemical Corporation. Mr. Brisimitzakis joined Great
Lakes Chemical in 1998 as Vice President, global supply chain, following 14
years at General Electric Corporation, where he held leadership positions in
sales, technology, business development, supply chain and business management
functions.
Mr. Brisimitzakis earned a Ph.D. in Chemistry from New York University and an
M.B.A. in Marketing from NYU/Pace University.
APPOINTMENT OF ANGELO C. BRISIMITZAKIS TO THE BOARD OF DIRECTORS
Effective May 11, 2006, the Board appointed Angelo C. Brisimitzakis to the Board
of Directors of the Company, which appointment filled the vacancy created by the
departure of Michael E. Ducey.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Document
10.1 Employment Agreement effective May 11, 2006, between the Company and
Angelo C. Brisimitzakis.
10.2 Change in Control Severance Agreement effective May 11, 2006, between
the Company and Angelo C. Brisimitzakis.
10.3 Restrictive Covenant Agreement effective May 11, 2006, between the
Company and Angelo C. Brisimitzakis.
99.1 Press release dated May 11, 2006.
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.
COMPASS MINERALS INTERNATIONAL, INC.
Date: May 11, 2006 /s/ Rodney L. Underdown
-------------------------------------
Rodney L. Underdown
Vice President, Chief Financial Officer, Secretary and
Treasurer