UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 20, 2009
CARBO Ceramics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 001-15903
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72-1100013 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 6565 MacArthur Boulevard, Suite 1050 |
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| Irving, Texas
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75039 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(972) 401-0090
(Registrant’s 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 (see General
Instruction A.2. below):
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
See Item 5.02 below — “Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers – Incentive
Compensation Plan for CARBO Key Employees.”
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Incentive Compensation Plan for CARBO Key Employees
On January 20, 2009, the board of directors (the “Board”) of CARBO Ceramics Inc. (“CARBO”)
approved, effective January 1, 2009, the Corporate and Proppant Incentive Compensation Plan for Key
Employees (the “CARBO Key Employee Plan”). Pursuant to the CARBO Key Employee Plan, key salaried
employees, other than the president and chief executive officer of CARBO, are eligible to receive
performance-based cash awards on a quarterly and/or annual basis.
The compensation committee of the Board (the “Compensation Committee”) may set incentive
payment targets for a quarterly or annual performance period for each eligible grade position with
each individual target being a percentage of each participant’s base salary. The targets will be
determined based upon the Compensation Committee’s review of: (i) compensation philosophy; (ii)
practices at comparable companies; (iii) the level of responsibility of each eligible position; and
(iv) overall needs and objectives.
A portion of the incentive payment target will be based on corporate performance (the
“Corporate Portion”) which will be measured based on a comparison of actual Net Income Before Tax
of CARBO for the performance period against target Net Income Before Tax for the performance period
set forth in CARBO’s 2009 business plan. The actual percentage of the Corporate Portion to be paid
will range from 0% if the actual Net Income Before Tax is less than 75% of the target up to 200% if
the actual Net Income Before Tax is equal to or greater than 140%.
A portion of the incentive payment target will be based on individual performance (the
“Individual Portion”) which will be measured either by the participant’s performance appraisal
rating or by the revenue generation, Net Income Before Tax or other measures approved by the
Compensation Committee as set forth in the participant’s performance plan. If the Individual
Portion is based on the participant’s performance review, the actual percentage of the Individual
Portion to be paid will range from 0% if the participant’s performance appraisal rating is less
than 3 to 120% if the participant’s performance appraisal is 5. If the Individual Portion is based
on targets set forth in the participant’s performance plan, the participant must reach at least 75%
of the applicable goal or, for growth oriented plans, 75% of the corresponding prior periods’
actual performance level, in order for the Individual Portion to be earned.
To be eligible for an annual award, a participant must be in continuous employment with CARBO
through December 31, 2009, and to be eligible for a quarterly award, a participant must be in
continuous employment with CARBO through the date on which the quarterly award is paid.
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The CARBO Key Employee Plan is attached hereto as Exhibit 10.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Corporate and Proppant Incentive Compensation Plan for Key
Employees. (Effective January 1, 2009). |
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