Delaware | 000-50404 | 36-4215970 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
500 West Madison Street, Suite 2800 Chicago, IL | 60661 | |||
(Address of principal executive offices) | (Zip Code) | |||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
1. | Base salaries for 2014 were approved as set forth below. |
Current | 2014 | |
Robert L. Wagman, President and Chief Executive Officer | $650,000 | $800,000 |
John S. Quinn, Executive Vice President and Chief Financial Officer | 500,000 | 500,000 |
Walter P. Hanley, Senior Vice President of Development | 400,000 | 400,000 |
Victor M. Casini, Senior Vice President and General Counsel | 400,000 | 400,000 |
Steven Greenspan, Senior Vice President - North America | 300,000 | 350,000 |
2. | Minimum, target and maximum potential bonus percentages for the 2014 calendar year were approved as set forth below. The Compensation Committee will establish 2014 performance goals for the Company in the first quarter of 2014. The bonus award (if any) will be determined by multiplying the officer’s base salary by the bonus percentage that corresponds to the performance goal achieved by the Company. |
Current | 2014 | |
Robert L. Wagman | 50/100/150 | 50/100/150 |
John S. Quinn | 35/50/110 | 35/50/110 |
Walter P. Hanley | 35/50/110 | 35/50/110 |
Victor M. Casini | 35/50/110 | 35/50/110 |
Steven Greenspan | 35/50/110 | 35/50/110 |
3. | Grants of performance-based restricted stock units (“Performance Units”) under the Company’s 1998 Equity Incentive Plan were approved covering the number of units set forth below. The number of Performance Units granted to Mr. Hanley includes an additional 3,200 units in recognition of his efforts in connection with the Company’s recent agreement to acquire Keystone Automotive Operations, Inc. The Performance Units will be issued on the second Friday of January 2014. Each Performance Unit will convert into one share of LKQ common stock on the applicable vesting date. The Performance Units will be subject to two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of Performance Units subject to the award (rounded to the nearest whole share) on July 14, 2014 and on each six-month anniversary of July 14, 2014; and (b) a performance-based condition of positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all Performance Units that had previously met the time-based vesting condition will vest immediately and the remaining Performance Units will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all Performance Units will be forfeited. The Performance Units will be subject to the terms and conditions of a Performance-Based Restricted Stock Unit Agreement, the form of which is attached as Exhibit 10.1 to this report on Form 8-K. In the event a named executive officer’s employment or other affiliation with the Company terminates (other than because of death or disability), all unvested Performance Units will be forfeited. In the event of death or disability, all unvested Performance Units become fully vested. Performance Unit grants are subject to the full terms of the Equity Incentive Plan, which was included as Appendix A to our 2013 Proxy Statement filed with the Securities and Exchange Commission on March 22, 2013. |
Units | |
Robert L. Wagman | 50,500 |
John S. Quinn | 35,400 |
Walter P. Hanley | 35,500 |
Victor M. Casini | 32,300 |
Steven Greenspan | 14,500 |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description of Exhibit | |
10.1 | Form of LKQ Corporation Performance-Based Restricted Stock Unit Agreement. | |
LKQ CORPORATION | |
By: | /s/ VICTOR M. CASINI |
Victor M. Casini | |
Senior Vice President and General Counsel | |