- Current report filing (8-K)
15 Mai 2009 - 11:06PM
Edgar (US Regulatory)
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
15, 2009 (May 13, 2009)
Centex
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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1-6776
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75-0778259
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2728
N. Harwood Street, Dallas, Texas
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75201
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number including area code:
(214) 981-5000
Not
Applicable
(Former
name or former address if changed from 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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 Arrangement of Certain
Officers.
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5.02(e)
On
May 13, 2009, the Board of Directors of Centex Corporation, a Nevada
corporation (the “Company”), ratified and approved the following actions
previously taken that day by the Company’s Compensation and Management
Development Committee (the “Compensation Committee”) with regard to the
compensation to be paid to the Company’s Chief Executive Officer. The
Compensation Committee also took action on May 13, 2009 with regard to the
compensation to be paid to the Company’s Chief Financial Officer, the other
persons listed in the Summary Compensation Table of the Company’s proxy
statement for its 2008 annual meeting of stockholders (the “2008 Proxy
Statement”), and an additional individual who may be included in the Summary
Compensation Table of the Company’s proxy statement (the “2009 Proxy Statement”)
for its 2009 annual meeting of stockholders (collectively, the “Named Executive
Officers”).
Fiscal 2009 Annual Incentive
(Short-Term) Compensation
. The Compensation Committee
confirmed the amount of short-term incentive compensation awards earned during
fiscal 2009 by the Named Executive Officers under the stockholder-approved
Centex Corporation 2003 Annual Incentive Compensation Plan. The bonus
awards were earned based on the achievement of performance goals established by
the Compensation Committee in the first quarter of fiscal 2009. At
its meeting, the Compensation Committee reviewed the performance of the Company
for fiscal 2009, certified the extent to which the applicable performance goals
had been satisfied, exercised discretion to reduce the size of the awards after
considering a number of factors and authorized the payment of the resulting
bonus awards to participants. In taking these actions, the
Compensation Committee did not waive or modify any of the performance goals it
had previously approved for these awards. The amounts of the awards
for short-term incentive compensation for the Named Executive Officers for
fiscal year 2009 are as follows:
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Non-Equity
Incentive Plan
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Recipient
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Position
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Compensation
or Bonus ($)
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Timothy
R. Eller
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Chairman
and Chief Executive Officer
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1,634,000
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Catherine
R. Smith
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Executive
Vice President and Chief Financial Officer
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410,981
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David
L. Barclay
1
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President,
Land Division of Centex Homes
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−
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Joseph
A. Bosch
2
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Senior
Vice President — Human Resources
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225,344
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Robert
S. Stewart
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Senior
Vice President — Strategy, Marketing, Sales and Corporate
Development
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214,353
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Brian
J. Woram
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Senior
Vice President and Chief Legal Officer
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323,324
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1
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Mr. Barclay’s
employment was terminated on March 31, 2009. The terms of
his separation were described in the Company’s Current Report on Form 8-K
dated April 2, 2009.
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2
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Mr. Bosch
was not a named executive officer in the 2008 Proxy Statement but is
expected to be a named executive officer in the 2009 Proxy
Statement.
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These
amounts will be paid to the Named Executive Officers in
June 2009.
Fiscal 2009 Base
Salary
. The Compensation Committee approved base salaries for
the Named Executive Officers, effective as of June 1, 2009, as
follows:
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Named
Executive Officer
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2009
Base Salary ($)
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Percent
Increase
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Timothy
R. Eller
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920,000
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0%
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Catherine
R. Smith
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572,000
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0%
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Joseph
A. Bosch
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410,000
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0%
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Robert
S. Stewart
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390,000
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0%
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Brian
J. Woram
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450,000
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0%
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Fiscal 2010 Short-Term Incentive
Compensation
. The Compensation Committee also approved
performance criteria and goals with respect to each of the Named Executive
Officers for fiscal 2010 under the Centex Corporation 2003 Annual Incentive
Compensation Plan. Performance criteria for short-term incentive
compensation for fiscal 2009 for all the Named Executive Officers relate to
earnings from continuing operations and cash flow. Customer
satisfaction is a factor that could result in a reduction in short-term
incentive compensation for all of the Named Executive Officers if certain levels
of customer satisfaction are not maintained.
In
May 2010, the Compensation Committee will determine whether these
performance goals have been satisfied, will determine the payouts under the
performance plans and will have the discretion to reduce the amount of the
short-term compensation to be paid to the Named Executive Officers based on the
Company’s overall performance and other factors. The Company will
enter into an award agreement with each of the Named Executive Officers (other
than Mr. Barclay, who is no longer employed) with respect to the short-term
incentive compensation to be paid to such individuals for fiscal
2010. If the performance goals are met, awards will be paid in cash
in the first quarter of fiscal 2011.
A copy of the form of
award agreement is filed as Exhibit 10.2 to this Report.
Pursuant
to the 2003 Annual Incentive Compensation Plan, if the proposed combination with
Pulte Homes, Inc. is consummated during fiscal 2010, each Named Executive
Officer will receive a fiscal 2010 bonus under the plan at the target level upon
such consummation.
Fiscal 2010 Long-Term Incentive
Compensation
. The Compensation Committee also granted certain
long-term incentive compensation awards to the Named Executive Officers under
the Company’s stockholder-approved equity plans as described
below. At its meeting, the Compensation Committee reviewed the range
of potential long-term awards that it established at the beginning of fiscal
2009, and considered the overall performance of the Company for fiscal 2009, the
individual performance of the Named Executive Officers, and other
factors.
The
nature and amounts of the long-term incentive compensation awards for the Named
Executive Officers are as follows:
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Long-Term
Incentive Compensation
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Restricted
Stock
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Restricted
Stock Units
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Recipient
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Grant
Date Fair Value ($)
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No.
of
Shares
(#)
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Grant
Date Fair Value ($)
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No.
of
Units
(#)
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Timothy
R. Eller
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−
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−
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−
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−
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Catherine
R. Smith
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675,000
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71,961
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225,000
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23,987
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Joseph
A. Bosch
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375,000
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39,978
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125,000
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13,326
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Robert
S. Stewart
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375,000
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39,978
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125,000
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13,326
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Brian
J. Woram
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412,500
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43,976
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137,500
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14,658
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The
awards consisted of restricted stock with both performance- and time-vesting
features (75%), and time-vesting restricted stock units
(25%).
The
performance vesting feature of the restricted stock awards is described in the
following table:
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%
of FY10 Cash Flow from Operations
Target
Achieved
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Restricted
Stock Award Vesting
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50%
or greater
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100%
vests over 3 years
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45%
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90%
vests over 3 years
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40%
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80%
vests over 3 years
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35%
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70%
vests over 3 years
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30%
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60%
vests over 3 years
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25%
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50%
vests over 3 years
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less
than 25%
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0%
vests
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For
performance that is greater than 25% but less than 50%, the percent of shares
that vest will be interpolated between the performance levels in the above table
to be consistent with the actual level of performance achieved.
The
time-vesting feature provides that all restricted stock and restricted stock
units that are not forfeited under the performance feature or by reason of the
Pulte Homes, Inc. combination transaction (see below) will vest in installments
of one third of the total shares awarded on each of March 31, 2010 (delayed
until May 2010 for the restricted stock so the performance condition can be
tested), 2011, and 2012. The executive officers will be entitled to
normal cash dividends, if any are declared, on all of the shares of restricted
stock.
If
the proposed transaction with Pulte Homes, Inc. is consummated, (a) all of the
restricted stock unit awards will be forfeited (25% of the total value), (b) the
performance condition for the restricted stock will be deemed satisfied at 100%
and (c) the restricted stock awards will not automatically vest by reason of the
combination, but would partially vest upon a subsequent severance-qualifying
termination of employment of the recipient. The grant of restricted stock and
restricted stock units was made pursuant to the terms of the 2003 Equity
Incentive Plan. A copy of the form of award agreements is filed as
Exhibits 10.4 and 10.5 to this Report.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
following exhibits are filed with this Report.
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Exhibit
Number
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Description
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Filed
Herewith or
Incorporated
by Reference
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10.1
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Centex
Corporation 2003 Annual Incentive Compensation Plan
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Exhibit 10.1
to the Company’s Current Report on Form 8-K dated July 15,
2008
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10.2
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Form
of award agreement for incentive compensation (fiscal
2010)
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Filed
herewith
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10.3
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Centex
Corporation 2003 Equity Incentive Plan
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Exhibit 10.1
to the Company’s Current Report on Form 8-K dated February 13,
2009
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10.4
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Form
of restricted stock award agreement for 2003 Equity Incentive Plan (May
2009 award)
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Filed
herewith
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10.5
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Form
of restricted stock unit agreement for 2003 Equity Incentive Plan (May
2009 Award )
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Filed
herewith
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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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CENTEX
CORPORATION
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By:
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/s/
James R. Peacock III
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Name:
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James
R. Peacock III
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Title:
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Vice
President, Deputy General Counsel and Secretary
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Date: May
15, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Filed
herewith or incorporated by reference
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10.1
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Centex
Corporation 2003 Annual Incentive Compensation Plan
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Exhibit 10.1
to the Company’s Current Report on Form 8-K dated July 15,
2008
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10.2
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Form
of award agreement for incentive compensation (fiscal
2010)
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Filed
herewith
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10.3
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Centex
Corporation 2003 Equity Incentive Plan
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Exhibit 10.1
to the Company’s Current Report on Form 8-K dated February 13,
2009
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10.4
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Form
of restricted stock award agreement for 2003 Equity Incentive Plan (May
2009 award)
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Filed
herewith
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10.5
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Form
of restricted stock unit agreement for 2003 Equity Incentive Plan (May
2009 Award)
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Filed
herewith
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