UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 24, 2004
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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
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(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.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting materials 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
The Compensation and Benefits Committee (the "Compensation Committee")and/or the
Board of Directors of The Brink's Company (the "Company") took the following
actions at their meetings on February 24 and 25, 2005:
1. Amendment and Restatement of The Brink's Company Management Performance
Improvement Plan ("MPIP"). The MPIP was approved by the Company's shareholders
in 2000. The purpose of the MPIP is to promote the interests of the Company and
its subsidiaries by linking financial incentives provided to participants with
improvements in the Company's financial results. The amendments to the MPIP
increase the number of performance goals that the Compensation Committee may, in
its discretion consider in administering the MPIP, provide the Compensation
Committee with discretion to make certain adjustments to these performance goals
to the extent that such adjustments are permitted under Section 162(m) of the
Internal Revenue Code and increase the maximum incentive payment that a
participant may receive in any given measurement period from $2 million to $3
million. A summary of the MPIP, as amended and restated, follows.
The Compensation Committee administers the MPIP and is authorized to select key
employees of the Company and its subsidiaries to participate in the MPIP. All
members of the Compensation Committee must qualify as non-employee directors
within the meaning of Rule 16b-3(b)(3) issued under the Exchange Act, and as
outside directors under Section 162(m) of the Internal Revenue Code. Individuals
who, in the opinion of the Compensation Committee, have the capacity to
contribute significantly to the successful performance of the Company and its
subsidiaries are eligible to participate in the MPIP.
Each participant is periodically granted awards ("Performance Awards") that
entitle him or her to receive cash payments following the completion of a
three-year performance cycle ("Performance Measurement Period"), provided that
specified performance measures and certain conditions described in the MPIP
relating to continuation of employment are satisfied. The Compensation Committee
establishes performance measures for each Performance Award which are based on
performance measures that may include, but are not limited to, (a) net income,
(b) operating income, (c) earnings per share, (d) return on equity, (e) return
on capital and/or economic value added (or equivalent metric), (f) cash flow
and/or free cash flow (before or after dividends), (g) revenue growth, (h)
subscriber growth on a gross or net basis, (i) total shareholder return, (j) net
revenue per employee, (k) market share, and/or (l) return on net assets, each as
determined by the Compensation Committee with respect to the Company, any
subsidiary and/or any business unit of the Company or any subsidiary and in
accordance with generally accepted accounting principles, where applicable, as
consistently applied by the Company and, if so determined by the Compensation
Committee prior to the expiration of the Performance Measurement Period,
adjusted, to the extent permitted under Section 162(m) of the Internal Revenue
Code, to omit the effects of extraordinary items, the gain or loss on the
disposal of a business segment, unusual or infrequently occurring events and
transactions, accruals for awards under the MPIP and cumulative effects of
changes in accounting principles. Performance measures may vary from Performance
Measurement Period to Performance Measurement Period and from participant to
participant and may be established on a stand-alone basis, in tandem or in the
alternative. The maximum incentive payment any one participant may be entitled
to receive for any one Performance Measurement Period is $3,000,000.
Notwithstanding the foregoing, with respect to Performance Measurement Periods
beginning on or after January 1, 2005 and provided that no change of control (as
defined in the MPIP) shall have occurred, the Compensation Committee may, in its
discretion, reduce any payment to which a participant who is an employee of the
Company would otherwise be entitled by such amount or percentage as the
Compensation Committee deems appropriate.
A Performance Award terminates unless the participant remains continuously
employed by the Company or a subsidiary until the date established by the
Committee for payment of the Performance Award, unless the termination is (i)
due to retirement (determined under the Pension-Retirement Plan of Company or
other similar plan sponsored by the Company or a subsidiary in which the
participant participates) ("Retirement"), disability (physical or mental
incapacity which would entitle the participant to benefits under the Company's
long-term disability plan) ("Disability") or death; (ii) approved by the
Compensation Committee; or (iii) subsequent to a change in control (as defined
in the MPIP). In the event a participant's employment is terminated due to
Retirement, Disability or death, he or she (or, in the event of the
participant's death, his or her beneficiary) will be entitled to a prorated
portion of the Performance Award to which he or she would otherwise be entitled
based on the portion of the Performance Measurement Period (determined in
completed months) during which he or she was continuously employed by the
Company or a subsidiary and based on the extent to which the performance goals
were achieved as determined at the end of the Performance Measurement Period. In
the event of a participant's termination of employment for reasons other than
Retirement, Disability or death, the Compensation Committee may, but is not
obligated to, authorize payment of an amount up to the prorated amount that
would be payable under the preceding sentence. In the event of a change in
control, Performance Awards will be deemed to be earned at 150% of the specified
target dollar amount applicable to the Performance Award and will be paid as
soon as practicable following the earlier of the participant's termination of
employment after the change in control or the end of the Performance Measurement
Period during which the change in control occurred.
Participants entitled to receive a Performance Award for a Performance
Measurement Period will be entitled to receive a lump-sum cash payment on a date
selected by the Compensation Committee following the end of the Performance
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Measurement Period provided that the performance measures are met. Participants
may elect to defer the receipt of payment of a Performance Award under the
Deferred Compensation Program in accordance with the terms of such plan. Any
payments made under the MPIP will be subject to all applicable Federal, state
and local taxes required by law to be withheld.
The Board of Directors may amend or terminate the MPIP at any time without the
approval of the Company's shareholders.
This description of the MPIP is not complete and is qualified in its entirety by
reference to the amended and restated MPIP, a copy of which is attached hereto.
You are encouraged to read the amended and restated MPIP.
2. Award of cash bonuses to the executive officers under the MPIP for the three
year period ended December 31, 2004 in the following amounts: Michael T. Dan,
Chairman of the Board, President and Chief Executive Officer, $907,800; Robert
T. Ritter, Vice President and Chief Financial Officer, $249,645; Frank T.
Lennon, Vice President - Human Resources and Administration, $189,125; Austin F.
Reed, Vice President, General Counsel and Secretary, $189,125; and James B.
Hartough, Vice President - Corporate Finance and Treasurer, $105,910.
3. Adoption of the performance measures for the executive officers under the
MPIP for the 2005-2007 Performance Measurement Period. The performance measures
require the Company to achieve specific thresholds for revenue, operating
profit, earnings per share and the addition of economic value in order for the
executive officers to be deemed to have met their goals. These measures were
given weights of 15%, 37.5%, 25% and 22.5%, respectively. The adoption of the
measures for 2005-2007 Performance Measurement Period also effectively added to
the measures used in evaluating the Performance Measurement Periods ending in
2005 and 2006. Performance Award targets for the 2005-2007 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.
4. Award of cash bonuses under the Company's Key Employees Incentive Program
(the "KEIP") to the executive officers for the year ended December 31, 2004 in
the following amounts: Mr. Dan, $1,320,000; Mr. Ritter, $325,000; Mr. Lennon,
$225,000; Mr. Reed, $225,000; and Mr. Hartough, $110,000. Awards under the KEIP
to the executive officers for 2004 were based upon individual (50%),
departmental (25%) and Company (25%) performance during the year. Ten percent of
each of Mr. Dan's and Mr. Ritter's award is contingent upon the evaluation of
the Company's internal controls under Section 404 of the Sarbanes-Oxley Act of
2002.
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5. Approval of the KEIP goals of the Chief Executive Officer for 2005. Mr. Dan's
individual performance in 2005 will be measured against specific goals
pertaining to financial plans, strategy, cost containment and productivity
objectives, and corporate governance, process and compliance results. Following
the approval of Mr. Dan's KEIP goals for 2005, Mr. Dan approved the KEIP goal
categories of the other executive officers, which include financial plans,
strategy, cost containment and productivity objectives, and corporate
governance, process and compliance results.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors also approved the Amendment and Restatement of the
Company's Articles of Incorporation and Bylaws. Amendments to the Articles of
Incorporation were made primarily to remove references to classes of stock that
are no longer outstanding, to conform to changes in the law and to update the
liquidation rights provisions. These amendments did not require shareholder
action.
Amendments to the Company Bylaws were made to conform to changes in the law and
to update various provisions, including the addition of provisions providing for
the ability to give electronic notices of shareholder meetings and requiring any
member of the Board of Directors who is also an employee of the Company to
resign from the Board of Directors if such employment is terminated.
This description of the Amended and Restated Articles of Incorporation and
Bylaws is not complete and is qualified in its entirety by reference to copies
of these documents, which are attached hereto. You are encouraged to read the
Amended and Restated Articles of Incorporation and Bylaws.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
3(i) Amended and Restated Articles of Incorporation of The Brink's Company.
3(ii) Amended and Restated Bylaws of The Brink's Company.
99 The Brink's Company Management Performance Improvement Plan, as Amended
and Restated.
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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.
THE BRINK'S COMPANY
(Registrant)
Date: March 2, 2004 By: /s/ Robert T. Ritter
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Robert T. Ritter
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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3(i) Amended and Restated Articles of Incorporation of The Brink's Company.
3(ii) Amended and Restated Bylaws of The Brink's Company.
99 The Brink's Company Management Performance Improvement Plan, as Amended
and Restated.
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