Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
5.02(e)
Plan Amendments.
(1) On July 10, 2008, the stockholders of Centex Corporation, a Nevada
corporation (the "Corporation"), approved the material terms of the performance
goals under the Corporation's 2003 Annual Incentive Compensation Plan (the
"Annual Plan"), including (i) adding a new performance criterion, business
process metrics (e.g., asset turns, cycle time, and one or more elements of
efficiency or cost or expense), and (ii) revising the maximum award limit under
the Annual Plan so that the maximum award that may be made to a participant for
a fiscal year is an amount equal to $15 million. Executive officers of the
Corporation receive awards under the Annual Plan. The Board of Directors of the
Corporation had adopted the amendments on May 7, 2008, subject to stockholder
approval. Approval of the performance goals was included in the Corporation's
proxy statement for its 2008 annual meeting of stockholders to be held on
July 10, 2008 (the "2008 Proxy Statement") as Proposal No. 4. As a result of the
stockholder approval, the Corporation adopted the amendments to the Annual Plan.
Additional information about the changes is included in the 2008 Proxy
Statement. A copy of the Annual Plan, as amended, is filed as Exhibit 10.1 to
this Form 8-K and is incorporated herein by reference.
(2) On July 10, 2008, the stockholders of the Corporation approved the
material terms of the performance goals and other amendments under the
Corporation's 2003 Equity Incentive Plan (the "2003 Equity Plan"), including
(i) adding a new performance criterion, business process metrics (e.g., asset
turns, cycle time, and one or more elements of efficiency or cost or expense),
(ii) revising the maximum cash award limit under the 2003 Equity Plan so that
the maximum award that may be made to a participant for a fiscal year is an
amount equal to $15 million plus the Black-Scholes value of options to purchase
219,977 shares of common stock of the Corporation, (iii) increasing the number
of shares available for grant under the 2003 Equity Plan by 3,500,000 shares,
(iv) deleting the existing stock award sublimit feature and substituting a
counting rule that requires that each whole stock award reduces the number of
shares available for grant by 1.4 shares, and (v) deleting the feature of the
2003 Equity Plan that permits awards used to pay taxes to be added back to the
shares available for award. Executive officers of the Corporation may receive
awards under the 2003 Equity Plan. The Board of Directors of the Corporation had
adopted the amendments on May 7, 2008, subject to stockholder approval. Approval
of the performance goals was included in the 2008 Proxy Statement as Proposal
No. 5, and approval of the other amendments was included in the 2008 Proxy
Statement as Proposal No. 6. Additional information about the changes is
included in the 2008 Proxy Statement. As a result of the stockholder approval,
the Corporation adopted the amendments to the 2003 Equity Plan. A copy of the
2003 Equity Plan, as amended, is filed as Exhibit 10.2 to this Form 8-K and is
incorporated herein by reference.
Equity Awards.
On July 9, 2008, the Compensation and Management Development Committee of the
Board of Directors of the Corporation (the "Compensation Committee") made awards
of restricted stock to the executive officers listed below (the "Award
Recipients") and to 11 other individuals, subject to applicable filing
requirements of the Securities and Exchange Commission and the New York Stock
Exchange to register and list the securities. These awards were in addition to
the long-term compensation awards made in May 2008, and were subject to the
approval by stockholders of Proposal No. 6 contained in the 2008 Proxy
Statement, which increases the number of shares available for award under the
2003 Equity Plan. This proposal was approved by stockholders of the Corporation
at the annual meeting of stockholders held on July 10, 2008 (see "Plan
Amendments" above).
The Compensation Committee determined that the retention of the Award Recipients
and the other awardees is critical to the future success of the Corporation,
given the importance of the services they are engaged in providing at the
current stage of the business cycle. None of the Award Recipients has an
employment agreement with the Corporation. Accordingly, the Compensation
Committee made these awards to ensure the stability of the
Corporation's leadership team by providing an incentive for these individuals to
remain with the Corporation during the four-year period that the awards vest
(five years for the CEO). The Award Recipients are key to the Corporation's
realization of benefits associated with the Corporation's core business process
reengineering and other strategic initiatives that are intended to position the
Corporation for future success.
The value of these awards, when added to the grant date value of the long-term
awards granted to the Award Recipients to date in fiscal 2009, do not exceed the
range of values of potential long-term awards approved by the Compensation
Committee for each Award Recipient for fiscal 2009, except with respect to
Mr. Eller. The Compensation Committee did not approve a range of values of
potential long-term awards for Mr. Eller, the Corporation's chief executive
officer, age 59, as the Committee determined that it wanted to review his
long-term awards in light of all the circumstances at the time of grant.
Mr. Eller's award will cliff vest five years after the grant date. Mr. Eller is
integral to the implementation of the Corporation's strategic plan, and the
Board of Directors wants to ensure his continued focus on the successful
execution of that plan. The other awards will vest in installments of one-third
of the total amount awarded on each of the second, third and fourth
anniversaries of the grant date. The right to receive the full value of the
award is contingent on the officer's continuous employment with the Corporation
through each of the vesting dates. The officer will forfeit any unvested amounts
upon his or her termination of employment, with certain exceptions. The Award
Recipients will be entitled to vote the shares of restricted stock awarded and
will be entitled to receive dividends along with other Centex stockholders.
The nature and amounts of the awards are as follows:
Award Recipient1 Restricted Stock Awards
Grant Date Fair
Name Age Position Value ($)2
Timothy R. Eller 59 Chairman and Chief Executive Officer 5,000,000
Catherine R. Smith 44 Executive Vice President and Chief Financial Officer 500,000
Robert S. Stewart 54 Senior Vice President - Strategy, Marketing, Sales 400,000
and Corporate Development
Brian J. Woram 47 Senior Vice President, Chief Legal Officer and 600,000
General Counsel
|
1 The persons
receiving the
awards are
each
"executive
officers" of
the
Corporation
and Named
Executive
Officers in
the
Corporation's
2008 Proxy
Statement.
The
Compensation
Committee
made other
retention
awards to
persons who
are not Named
Executive
Officers.
2 The number of
shares of
restricted
stock will be
determined by
dividing the
Grant Date
Fair Value by
the Fair
Market Value
of Centex
common stock
on the grant
date.
The awards will be issued on August 1, 2008 (three days after the first quarter
earnings release), in accordance with the Corporation's equity-based grants and
awards policy, or later, if necessary, to complete the required filings. The
grant of the restricted stock awards was made pursuant to the terms of the 2003
Equity Plan and the terms of each officer's restricted stock award agreement. A
copy of the form of award agreement is filed as Exhibit 10.3 to this Report. The
number of shares actually issued will be reported in Form 4's for the Award
Recipients filed after the grant date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 10, 2008, the stockholders of Centex Corporation, a Nevada corporation
(the "Corporation"), approved an amendment and restatement of the Corporation's
Articles of Incorporation, including (i) incorporating prior amendments and
articles of correction; (ii) removing the following provisions, which are no
longer required: principal office address, the name and address of the
registered office and agent, the names and addresses of the first board of
directors, and the names and addresses of each of the incorporators; and
(iii) removing Article Tenth, which sets forth a limitation on the liability of
directors and officers, and provides for indemnification of directors, officers
and other representatives. The amended and restated Articles of Incorporation
was included in the Corporation's proxy statement for its 2008 annual meeting of
stockholders to be held on July 10, 2008 (the "2008 Proxy Statement") as
Proposal No. 3. Additional information about the changes is included in the 2008
Proxy Statement. As a result of the stockholder approval, the Corporation filed
a Certificate to Accompany Restated Articles with the Secretary of State of
Nevada which became effective upon the filing with and acceptance by the
Secretary of State on July 10, 2008. A copy of the amended and restated Articles
of Incorporation is filed as Exhibit 3.1 to this Form 8-K and is incorporated
herein by reference.
Item 8.01. Other Events.
On July 10, 2008, Centex Corporation, a Nevada corporation (the "Corporation"),
issued a press release announcing the preliminary results of the voting on the
matters submitted to stockholders at its 2008 annual meeting held on July 10,
2008. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Report.
Filed Herewith or
Exhibit Incorporated by
Number Description Reference
3.1 Amended and Restated Articles of Incorporation filed Filed herewith
July 10, 2008
10.1 Centex Corporation 2003 Annual Incentive Compensation Plan Filed herewith
10.2 Centex Corporation 2003 Equity Incentive Plan Filed herewith
10.3 Form of restricted stock award under 2003 Equity Incentive Filed herewith
Plan
99.1 Press release dated July 10, 2008 Filed herewith
|
