form_8-k.htm
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): February 21,
2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
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Virginia
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1-9148
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54-1317776
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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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1801
Bayberry Court
P.
O. Box 18100
Richmond,
VA 23226-8100
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (804) 289-9600
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 (see General Instruction
A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[x]
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Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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[ ]
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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. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
Compensation and Benefits Committee and the Board of Directors (the “Board”) of
The Brink’s Company (the “Company”) took the following actions at their meetings
on February 21 and 22, 2008:
1. Award
of cash bonuses to the executive officers under the Management
Performance Improvement Plan (the “MPIP”), the
Company’s long-term cash incentive compensation plan, for the three year period
ended December 31, 2007 in the following amounts: Michael T. Dan, Chairman of
the Board, President and Chief Executive Officer, $1,121,000; Robert
T. Ritter, Vice President and Chief Financial Officer, $280,250;
Frank T. Lennon, Vice President and Chief Administrative Officer, $224,200;
Austin F. Reed, Vice President, General Counsel and Secretary, $224,200; and
James B. Hartough, Vice President - Corporate Finance and Treasurer,
$168,150.
2. Adoption
of the 2008 performance measures for the executive officers under the MPIP. In
order for the executive officers to be deemed to have met their goals, the
aggregate three-year performance measures require Brink’s, Incorporated and
Brink’s Home Security to achieve specific thresholds for increased revenue,
increased operating profit, and increased economic value added, and for the
Company to achieve an increased earnings per share target. The earnings per
share target, the performance of Brink’s, Incorporated and the performance of
Brink’s Home Security were each given equal weight. Performance award
targets for the 2008-2010 measurement period were set as follows: Mr. Dan,
$1,000,000; Mr. Ritter, $250,000; Mr. Lennon, $200,000; Mr. Reed, $200,000; and
Mr. Hartough, $150,000. Actual awards can range from 0% to 200% of
the target depending on performance against the pre-established
measures.
3. Award
of discretionary cash bonuses under the Company’s Key Employees Incentive Plan
(the “KEIP”) to the executive officers for the year ended December 31, 2007 in
the following amounts: Mr. Dan, $1,475,000; Mr. Ritter, $425,000; Mr.
Lennon, $275,000; Mr. Reed, $200,000; and Mr. Hartough, $145,000.
On
February 25, 2008, the Company and MMI Investments, L.P., on behalf of itself
and its affiliates (“MMI”), entered into a settlement agreement (the “Settlement
Agreement”) pursuant to which Carroll R. Wetzel, Jr. will be nominated and
recommended by the Board for election as a director of the Company at the
Company’s 2008 annual meeting of shareholders (the “Annual
Meeting”). Upon election, Mr. Wetzel will be appointed to the
Strategy Committee, Finance Committee and Executive Committee of the
Board. Upon the consummation of the Company’s contemplated spin-off
(the “Spin-Off”) of the Brink’s Home Security business (“BHS”), Mr. Wetzel will
be appointed to the board of directors of the entity that will hold BHS
following the consummation of the Spin-Off and the securities of which will be
distributed to the Company’s shareholders in the Spin-Off, provided that Mr.
Wetzel resigns from the Board effective upon consummation of the
Spin-Off. Upon his appointment, Mr. Wetzel will also be appointed to
the Executive Committee, Strategy Committee and Finance
Committee
of the board of that entity (or such committees of that entity performing the
same functions as the identified committees currently perform for the
Company).
The Company has also agreed to appoint Robert J. Strang to the Board
following the consummation of the Spin-Off to fill the vacancy caused by Mr.
Wetzel’s resignation, provided that Mr. Wetzel resigns from the Board, to serve
until the immediately following annual meeting of shareholders of the Company
(provided that if Mr. Wetzel’s term would not have otherwise ended at such
meeting, then the Board shall nominate and recommend (and not withdraw)
Mr. Strang for election to the Board at such annual meeting for the term
continuing through the Company’s 2011 annual meeting of shareholders). Mr.
Strang will also be appointed to the Executive Committee, Compensation and
Benefits Committee and Corporate Governance, Nominating and Management
Development Committee of the Board at the time of his appointment. In
addition, the Company has agreed to reimburse MMI for certain expenses incurred
in connection with its pursuit of representation on the Board.
Pursuant
to the Settlement Agreement, MMI has agreed to withdraw its previously submitted
nominees for the election of directors at the Annual Meeting. In
addition, MMI has agreed that it will vote all voting securities which it is
entitled to vote at the Annual Meeting in favor of the election of each of the
Board’s nominees (including Mr. Wetzel) to stand for election at the Annual
Meeting, and will not take any action intended to solicit, persuade, encourage
or otherwise convince any other shareholder of the Company not to vote in favor
of the election of any of the Board’s nominees at the Annual
Meeting. MMI has also agreed to withdraw its demand for certain books
and records of the Company and destroy all shareholder lists received from the
Company pursuant to its demand.
A
copy of the Settlement Agreement is attached as Exhibit 99.1
hereto.
Item
5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
February 25, 2008, the Board of Directors amended and restated the Bylaws of the
Company, effective as of May 2, 2008, to increase the number of persons serving
on the Board from twelve to thirteen. The amended and restated Bylaws
are furnished as Exhibit 3(ii) hereto.
Item
8.01. Other Events.
On
February 25, 2008, the Company issued a press release announcing that it
has approved a strategic decision to spin off the Brink’s Home Security business
to the Company’s shareholders and its execution of and entrance into the
Settlement Agreement. This release is furnished as Exhibit 99.2 hereto, and is
incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
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3(ii)
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Bylaws
of The Brink’s Company, as amended and restated,
effective May 2, 2008.
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99.1
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Settlement
Agreement between The Brink’s Company and MMI Investments, L.P., dated as
of February 25, 2008.
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99.2
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Press
Release, dated February 25, 2008, issued by The Brink’s
Company.
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SIGNATURE
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
thereunto duly authorized.
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THE BRINK’S
COMPANY |
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(Registrant) |
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Date: February 25, 2008
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By:
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/s/ Austin
F. Reed |
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Austin
F. Reed
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Vice President, General Counsel and Secretary |
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EXHIBIT
INDEX
EXHIBIT DESCRIPTION
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3(ii)
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Bylaws
of The Brink’s Company, as amended and restated, effective May 2,
2008.
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99.1
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Settlement
Agreement between The Brink’s Company and MMI Investments, L.P., dated as
of February 25, 2008.
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99.2
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Press
Release, dated February 25, 2008, issued by The Brink’s
Company.
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