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): December 14, 2012
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-1370
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39-0182330
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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12301 West Wirth Street, Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (414) 259-5333
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))
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) Modified Compensatory Plan.
On December 14, 2012 Briggs & Stratton Corporation amended its defined benefit pension plans and its defined contribution plans to freeze benefits under the defined benefit pension plans and increase benefits under the defined contribution plans.
The defined benefit pension plan amendments freeze accruals for all non-bargaining employees effective January 1, 2014, while preserving the 0.5% multiplier benefit for certain employees under the company's Amended and Restated Supplemental Executive Retirement Plan. Such employees include all executives named in the company's Summary Compensation Table on page 28 of its 2012 proxy statement.
The defined contribution plan amendments are also effective January 1, 2014. These amendments increase the company's maximum matching contribution from 3.5% to 4.0% of pay and offer all domestic non-bargaining employees a company non-elective contribution of 3.0% of the employee's pay.
These contributions supplement a company non-elective contribution ranging from 3.0% to 8.0% of pay that is made for company officers who are not accruing benefits under a defined benefit plan.
The company's named executive officers participate in these plans, including the Amended & Restated Key Employee Savings and Investment Plan.
In the press release attached to the company's SEC Form 8-K filed on October 18, 2012, the company stated it expects to recognize a pre-tax curtailment charge of approximately $2.0 million in the second quarter of fiscal year 2013 related to the above-described defined benefit plan changes. The impact of the amendments on the named executive officers is expected to decrease the future benefits they would have received under the company's defined benefit plans and to increase by a lesser amount the benefits they are estimated to receive under the company's defined contribution plans. Amounts related to these changes will be reflected in future years in the executive compensation tables in the company's annual meeting proxy statement titled Summary Compensation, Pension Benefits and Nonqualified Deferred Compensation.
The amendments made to the company's Amended & Restated Key Employee Savings and Investment Plan and Amended and Restated Supplemental Executive Retirement Plan are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Amendment to the Amended & Restated Key Employee Savings and Investment Plan
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10.2
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Amendment to the Amended and Restated Supplemental Executive Retirement Plan
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SIGNATURES
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.
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BRIGGS & STRATTON CORPORATION
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(Registrant)
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Date: December 20, 2012
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/s/ David J. Rodgers
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David J. Rodgers
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Senior Vice President and Chief Financial Officer
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Duly Authorized Officer
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Amendment to the Amended & Restated Key Employee Savings and Investment Plan
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10.2
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Amendment to the Amended and Restated Supplemental Executive Retirement Plan
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Exhibit 10.1
Amendment to the Amended & Restated Key Employee Savings and Investment Plan
The Amended and Restated Key Employee Savings and Investment Plan is amended as of January 1, 2014 as follows:
1. Section 3.1 is restated to read:
3.1
Employer Matching Contributions Amount
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(a) For each pay period during which the full offset under Section 2.1 or 2.2 applies, the Employer shall credit to each Participant's Employer Matching Contribution Account an amount equal to the lesser of 50% of the Participant's Deferral Contributions under Section 2.1 and 2.2 above for such pay period or (ii) 4.0% of the Regular Compensation and Total Bonus Payout for such pay period in excess of the prorated Compensation Limit.
(b) For each pay period during which the offset under Section 2.1 or 2.2 does not apply, the Employer shall credit to each Participant's Employer Matching Contribution Account an amount equal to the lesser of (a) 100% of the Participant's deferral contributions under Sections 2.1 and 2.2. above up to 2% of Regular Compensation and Total Bonus Payout and (b) 50% of the Participant's Deferral Contributions under Sections 2.1 and 2.2 above for such pay period in excess of 1% of Regular Compensation and Total Bonus Payout but not in excess of 6% of Regular Compensation and Total Bonus Payout or (ii) 4.0% of the Regular Compensation and Total Bonus Payout for such pay period.
(c) For the pay period during a Plan Year in which the offset under Section 2.1 or 2.2 is discontinued, the Employer Matching Contribution formula set forth in (b) above shall apply except that the Participant's actual deferrals under the Qualified Savings Plan shall be aggregated with the Participant's deferral contributions under Sections 2.1 and 2.2 for purposes of determining the extent to which deferral contributions under this Plan are matched at the 100% rate.
2. Section 3.2 is restated to read:
3.2
Employer Three Percent Contributions
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Employer shall make a Three Percent Contribution for each Plan Year commencing on and after January 1, 2014 for a Participant who is eligible to receive a 3% Company Nonelective Contribution under the Qualified Savings Plan for such Plan Year (generally, a Participant who was never eligible to participate in the Briggs & Stratton Corporation Retirement Plan or whose benefits under the Qualified Savings Plan were frozen and who is employed by the Employer on the last day of the Plan Year). The amount of such contribution shall be equal to three percent of excess of the Participant's Regular Compensation and Total Bonus Payout over the Compensation Limit. The Employer may make such contribution annually or more frequently. For Plan Years commencing prior to January 1, 2014, the Company Nonelective Contribution under this Section was 2%.
Exhibit 10.2
Amendment to the Amended and Restated Supplemental Executive Retirement Plan
Section 3.1(e) of the Amended and Restated Supplemental Executive Retirement Plan is amended and restated effective as of December 31, 2013 to read as follows:
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(e)
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Amount
. In the case of a pension payable under Section 3.1(a), (b), (c), or (d), the amount of monthly pension payable as a single life pension assuming commencement of his benefits on the same date shall be the sum of (i) and (ii) below.
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(i) The amount of monthly pension which would have been payable to him under the Pension Plan as a single life monthly pension assuming commencement of his benefits on the same date if the provisions of Internal Revenue Code Sections 401(a)(17) and 415 did not exist, if he had made no deferrals under the Deferred Compensation Plan, if the benefit formula under Part B of the Pension Plan contained a multiplier of 2.1% (rather than 1.6%), if the last paragraph of Section 6.03 of Part B of the Pension Plan did not exist and for a Participant whose benefit accruals under the Pension Plan were frozen as of June 30, 2012, as if his benefit had not been frozen until December 31, 2013 minus the amount of pension expressed as a single life monthly pension, actually payable to him under the Pension Plan assuming his benefits commence on the same date and the last paragraph of Section 6.03 of Part B of the Pension Plan did not exist.
(ii) An amount equal to 0.5% of his Average Monthly Compensation as defined in the Pension Plan but without application of the dollar limit under Cod
e Section
401(a)(17) multiplied by his years of Credited Service after 2013.