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): December 14, 2007
Ready Mix, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
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001-32440
(Commission File Number)
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86-0830443
(IRS Employer Identification Number) |
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3430 East Flamingo Rd Suite 100, Las Vegas, NV
(Address of principal executive offices)
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89121
(Zip Code) |
Registrants telephone number, including area code: (702) 433-2090
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:
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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)) |
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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. |
Effective December 14, 2007, the Compensation Committee of the Board of Directors
of Ready Mix, Inc. (the Company) established and approved the annual salaries and the formula by
which non-equity cash incentives will be paid to executive management in 2008 for performance
achieved in 2007.
The Compensation Committee evaluated executive compensation for 2008 in accordance with the
compensation objectives and philosophy as disclosed in the Compensation Discussion and Analysis
section of the Companys definitive proxy statement filed with the Securities and Exchange
Commission on April 27, 2007.
In its evaluation of executive compensation, the Compensation Committee commissioned a
compensation analysis and review with FMI, an outside management consulting firm. FMI evaluated
and compared the Companys non-equity cash incentive plan and the amounts of each compensation
component of each individual in executive management with a cross section of the Companys peer
group.
Annual Salaries
The annual salaries for the following named executives have changed according to the amounts
indicated in the table below.
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2006 |
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2007 |
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2008 |
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Name and Principal Position |
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Salary |
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Salary |
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Salary |
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Robert R. Morris, President |
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150,000 |
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150,000 |
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165,000 |
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Clint Tryon, Chief Financial Officer, Secretary and Treasurer |
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140,000 |
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140,000 |
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150,000 |
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(Principal
Accounting Officer) |
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Robert A. De Ruiter, Vice-President |
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126,000 |
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126,000 |
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132,300 |
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Non-Equity Cash Incentive Plan
Previously, the amount of cash incentive executive management could earn was derived from a
formula principally based upon the Companys income before income taxes. For the 2007 fiscal year,
the amount of executive management cash incentive payable in 2008 will be derived from a formula
principally based upon the Companys return on net assets.
The Compensation Committee established a minimum return on net assets of 7.4% in order for
non-equity incentive compensation to be paid in 2008. The Compensation Committee adopted 7.4% as a
minimum return on net assets based upon the results of the compensation review and analysis
performed by FMI and the Companys own analysis of its weighted average cost of capital, industry
comparisons, growth rates and market conditions the Company is experiencing.
Four profit centers (Area) of Meadow Valley Corporation, our parent company, are eligible
for non-equity cash incentive. Ready Mix, Inc. represents two of the four profit centers. The
measurement of the return on net assets for each of the Areas is the adjusted income from
operations for the Area divided by one fourth of Meadow Valley Corporations net assets. Meadow
Valley Corporations net assets are its total assets less current liabilities, long-term debt and
deferred income taxes.
Income from operations from each Area is determined and then Meadow Valley Corporations
corporate general and administrative expenses are allocated to all Areas. The resulting adjusted
Area operating income is subtracted from the calculated minimum adjusted Area operating income
derived from the minimum return of 7.4%. The resulting difference, if any, is aggregated into a combined
total and 30% of this excess adjusted Area operating income, net of corporate general and
administrative expenses, is determined for possible bonus payout. The 30% allocation of this
excess combined adjusted Area operating income to create an incentive bonus pool was established
and approved by the Compensation Committee.
Of the amount allocated to the bonus pool, the Compensation Committee established that 60% be
allocated to Area incentive bonus, 30% be allocated to Meadow Valley Corporations corporate bonus
and the remaining 10% be allocated for a discretionary pool.
Amounts in the Area pool and Meadow Valley Corporations corporate pool are distributed
pro-rata by each individuals annual salary within the respective pools to participants until
amounts in the respective pools are exhausted or until amounts distributed individually reach the
participants maximum cap determined by a percent of the participants annual salary. These
maximum allocations of annual salary vary by position and are reviewed and approved annually by the
Compensation Committee.
The Compensation Committee reviews all amounts of calculated non-equity incentive compensation
prior to payment and approves all payments made under this plan, including all amounts paid from
the 10% discretionary pool.
Maximum non-equity incentive compensation amounts for the following named executives are
expressed as a percentage of their respective annual salaries.
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Maximum of |
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Non-Equity Cash |
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Incentive |
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as a Percent of |
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Name and Principal Position |
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Annual Salary |
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Robert R. Morris, President |
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110 |
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Clint Tryon, Chief Financial Officer, Secretary and Treasurer |
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70 |
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(Principal
Accounting Officer) |
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Robert A. DeRuiter, Vice-President |
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65 |
% |