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 and Exchange Act of
1934
Date of
Report
(Date of earliest event reported): |
February 17, 2005 |
|
| (Exact name of registrant as specified in its charter)
|
Delaware
|
1-7724
|
39-0622040
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
10801 Corporate Drive, Pleasant Prairie, Wisconsin 53158-1603
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| (Address of principal executive offices)
|
Registrant's telephone
number, including area code: (262) 656-5200
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 1.01 |
Entry
into a Material Definitive Agreement |
| |
1. |
On February 17, 2005, the Organization and Executive Compensation Committee (the
“Committee”) of the Board of Directors of Snap-on Incorporated (the
“Company”) determined the amount of bonuses payable for 2004
performance to the Company’s executive officers (except for the Chairman,
President and Chief Executive Officer) under the Company’s 2001 Incentive
Stock and Awards Plan (the “Plan”). The Plan was approved by the
Company’s shareholders on April 27, 2001 and the Plan, as amended, was
filed as Exhibit 10(b) to the Company’s Quarterly Report on Form 10-Q for
the quarterly period ended March 30, 2002. |
| |
The
performance objectives for 2004 bonuses were established by the Committee in January 2004
and included both quantifiable financial measures and significant initiatives that are
qualitative in nature. The quantifiable financial measures included: corporate revenue
and operating income margin; corporate working investment; and new product sales. The
qualitative measures included people/process improvements and Lean initiatives. Segment
revenue, operating income margin and working investment were included when appropriate.
Performance measures for purposes of the award are weighted for each executive officer.
Precise percentages for each executive officer vary. Based on the Committee’s
assessment of 2004 performance, the named executive officers of the Company listed below
will each receive the following 2004 bonus payable in February 2005. |
Named Executive Officer
|
Amount of 2004 Bonus
|
| Alan T. Biland |
|
|
$ | 312,000 |
|
| Martin M. Ellen | | |
$ | 278,900 |
|
| Michael F. Montemurro | | |
$ | 251,400 |
|
| Nicholas T. Pinchuk | | |
$ | 254,800 |
|
| |
2. |
The Committee also established objectives for 2005 bonuses payable in 2006 under
the Plan to the Company’s executive officers (except for the Chairman,
President and Chief Executive Officer). The objectives include both quantifiable
financial measures and significant initiatives that are qualitative in nature.
The quantifiable financial measures included: corporate operating income margin
and corporate working investment. The qualitative measures included strategic
business performance drivers. Segment operating income margin and working
investment were included when appropriate. Performance measures for purposes of
the award are weighted for each executive officer. Precise percentages for each
executive officer vary. |
| |
3. |
The Committee also approved (i) grants of non-qualified stock options to be
issued with an effective date of February 18, 2005 and (ii) a long term
incentive plan consisting of performance shares and a cash payment, to the
Company’s executive officers (other than the Chairman, President and Chief
Executive Officer) as set forth below. The stock options will vest at the rate
of one-half on the first anniversary of the effective date of the grant and
one-half on the second anniversary of the effective date of the grant. Vesting
of the Performance Shares at the end of the measurement period will be dependent
upon the Company’s performance relative to revenue growth and return on net
assets employed before interest and taxes for fiscal years 2005, 2006 and 2007.
For performance between the threshold and target levels, the participant will
receive cash and performance shares. For performance above the target level, the
participant will receive a cash payment. |
Name
|
Number of Stock Options
|
Number of Performance Shares
|
| Alan T. Biland |
|
|
| 14,000 |
|
| 4,000 |
|
| Martin M. Ellen | | |
| 40,000 |
|
| 11,000 |
|
| Michael F. Montemurro | | |
| 30,000 |
|
| 9,000 |
|
| Nicholas T. Pinchuk | | |
| 35,000 |
|
| 10,000 |
|
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SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, Snap-on Incorporated has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
|
SNAP-ON INCORPORATED |
Date: February 23, 2005 |
By: |
/s/ Susan F. Marrinan
|
|
|
Susan F. Marrinan, Vice President,
Secretary and Chief Legal Officer
|
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