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): June 6, 2007
KAISER ALUMINUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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0-52105
(Commission
File Number)
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94-3030279
(IRS Employer
Identification No.) |
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27422 Portola Parkway, Suite 350
Foothill Ranch, California
(Address of Principal Executive Offices)
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92610-2831
(Zip Code) |
(949) 614-1740
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Changes in Director Compensation
On June 6, 2007, the Board of Directors (the Board) of Kaiser Aluminum Corporation (the
Company) approved changes to the compensation of the Companys non-employee directors. As a
result of such changes, from and after such date, each non-employee director will receive the
following compensation:
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an annual retainer of $40,000 per year; and |
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an annual grant of restricted stock having a value equal to $60,000. |
Each non-employee director also receives (i) a fee of $1,500 per day for each meeting of the
Board attended in person and $750 per day for each such meeting attended by phone and (ii) a fee
of $1,500 per day for each Board committee meeting attended in person on a date other than a date
on which a meeting of the Board is held and $750 per day for each such meeting attended by phone.
In addition, the Lead Independent Director receives an additional annual retainer of $10,000, the
Chairman of the Audit Committee of the Board receives an additional annual retainer of $10,000, the
Chairman of the Compensation Committee of the Board receives an additional annual retainer of
$5,000 and the Chairman of the Nominating and Corporate Governance Committee of the Board receives
an additional annual retainer of $5,000, with all such amounts payable at the same time as the
annual retainer. Each non-employee director may elect to receive shares of common stock, par value
$0.01 per share, of the Company (Common Stock) in lieu of any or all of his or her annual
retainer, including any additional annual retainer for service as the Lead Independent Director or
the Chairman of a committee.
The payment of annual retainers (including any additional annual retainers) and the annual
grant of restricted stock pursuant to the compensation arrangements described above will be made
each year on the date on which the Company holds its annual meeting of stockholders or such other
date as the Board may determine. The number of shares of Common Stock to be received in the grant
of restricted stock, as well as the number of shares of Common Stock to be received by any
non-employee director electing to receive shares of Common Stock in lieu of any or all of his or
her payment of the annual retainer (including any additional annual retainer), will be based on the
closing price per share of Common Stock on the date such grant and payments are made.
The Company also reimburses all directors for reasonable and customary travel and other
disbursements relating to meetings of the Board and committees thereof, and non-employee directors
are provided accident insurance with respect to Company-related business travel.
Pursuant to the compensation arrangements described above, the Company paid annual retainers
and made grants of restricted stock to each non-employee director on June 6, 2007, the date on
which the Company held its 2007 annual meeting of stockholders.
Restricted Stock Award Agreement
On June 6, 2007, the Board also approved a form of Restricted Stock Award Agreement to be used
to evidence grants made to the Companys non-employee directors under the Companys 2006 Equity and
Performance Incentive Plan. A copy of such form of Restricted Stock Award Agreement is attached
hereto as Exhibit 10.1 and incorporated herein by reference. Such form of Restricted Stock Award
Agreement replaces the form thereof previously adopted and filed as Exhibit 10.13 to the Companys
Current Report on Form 8-K dated June 30, 2006 and filed with the Securities and Exchange
Commission on July 6, 2006.
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit |
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Description |
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10.1 |
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Description of Compensation of Directors. |
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10.2 |
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Form of Non-Employee Director Restricted Stock Award Agreement. |
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