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
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Date of Report (Date of Earliest Event Reported):
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September 1, 2013
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CHS Inc.
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(Exact name of registrant as specified in its charter)
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Minnesota
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0-50150
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41-0251095
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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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5500 Cenex Drive, Inver Grove Heights, Minnesota
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55077
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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651-355-6000
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Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Material Compensatory Plans
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The Board of Directors of CHS Inc. (the “Company”) adopted resolutions (the “Resolutions”), which became effective on September 1, 2013, amending the terms of the Company's Long-Term Incentive Plan (the “LTIP”) to provide that, beginning with the 2012 - 2014 plan period, (i) the Company must meet a three-year period threshold level of return on adjusted equity (“ROAE”), rather than return on equity, for the LTIP to trigger a payout, (ii) the threshold, target and maximum ROAE goals will be 8%, 10%, and 14%, respectively, and (iii) an additional award for superior 20% ROAE performance will be added.
The foregoing description of the Resolutions is a summary only and is qualified in its entirety by reference to the full text of the Resolutions, which are attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
10.1
Resolutions Amending the Long-Term Incentive Plan
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 hereunto duly authorized.
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CHS Inc.
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September 3, 2013
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By:
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/s/ Timothy Skidmore
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Name: Timothy Skidmore
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Title: Executive Vice President and Chief Financial Officer
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Exhibit 10.1
RESOLUTION OF THE BOARD OF DIRECTORS
of
CHS Inc.
RESOLVED, That effective with the 2012 – 2014 long term incentive plan, LTI awards will be based upon a three year Adjusted Earnings return on Adjusted Equity (ROAE), as those terms are defined below. An incentive for above market performance at a 20% return on Adjusted Equity will be added to the existing LTI goals. Awards will be prorated between a maximum of 14% ROAE and the new above market maximum of 20% ROAE. The new goals will be as follows:
Performance Level
CHS Company Performance Goal
Above Market Performance Maximum 20% ROAE*
Maximum 14% ROAE
Target 10% ROAE
Threshold 8% ROAE
*In order to receive the Market Performance Maximum award the Company must obtain a Return on Invested Capital (ROIC) at least equal to the Weighted Average Cost of Capital (WACC) of the Company. For purposes of calculating WACC, the cost of Adjusted Equity is 12% and the cost of Preferred Stock Equity is based upon the dividends paid on preferred stock.
For purposes of this resolution, for any fiscal year, Adjusted Earnings means the Net Income Attributable to CHS Inc., minus the preferred stock dividends paid, for the fiscal year. Adjusted Equity means Total CHS Inc. equities minus Preferred Stock as of the end of the immediately preceding fiscal year.