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): May 25, 2006
IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-13045 |
23-2588479 |
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(Commission File Number) |
(IRS Employer Identification No.) |
745 Atlantic Avenue
Boston, Massachusetts 02111
(Address of principal executive offices, including zip code)
(617) 535-4766
(Registrant's telephone number, including area code)
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:
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 1.01. Entry into a Material Definitive Agreement.
Second Amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan
At the annual meeting of stockholders of Iron Mountain Incorporated (the “Company”) held on May 25, 2006 (the “Annual Meeting”), the Company’s stockholders approved the second amendment to the Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002 Plan”) increasing the number of shares of Common Stock authorized for issuance under the 2002 Plan to 8,352,543. The second amendment to the 2002 Plan is set forth in Exhibit 10.1 attached hereto and incorporated by reference herein.
Amendment to the Iron Mountain Incorporated 2003 Senior Executive Incentive Program
At the Annual Meeting, the Company’s stockholders approved an amendment to the Iron Mountain Incorporated 2003 Senior Executive Incentive Program (the “2003 SEIP”) increasing the maximum compensation payable thereunder and modifying and re-approving the payment criteria thereunder. The amendment to the 2003 SEIP is set forth in Exhibit 10.2 attached hereto and incorporated by reference herein.
Approval of the Iron Mountain Incorporated 2006 Senior Executive Incentive Program
At the Annual Meeting, the Company’s stockholders also approved the Iron Mountain Incorporated 2006 Senior Executive Incentive Program (the “2006 SEIP”). The 2006 SEIP is set forth in Exhibit 10.3 attached hereto and incorporated by reference herein.
Amended and Restated Compensation Plan for Non-Employee Directors
On May 25, 2006, the Board of Directors of the Company adopted an amended and restated Compensation Plan for Non-Employee Directors (the “Director Plan”). The amended and restated Director Plan is set forth in Exhibit 10.4 attached hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Exhibit Description |
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10.1 |
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Second Amendment to the 2002 Stock Incentive Plan |
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10.2 |
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Second Amendment to the 2003 Senior Executive Incentive Program |
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10.3 |
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2006 Senior Executive Incentive Program |
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10.4 |
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Compensation Plan for Non-Employee Directors |
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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IRON MOUNTAIN INCORPORATED |
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(Registrant) |
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By: /s/ John F. Kenny, Jr. |
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Name: John F. Kenny, Jr. |
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Title: Executive Vice President and Chief
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Date: June 1, 2006
EXHIBIT 10.1
SECOND AMENDMENT TO THE IRON MOUNTAIN INCORPORATED
2002 STOCK INCENTIVE PLAN
1. Section 3 of the Iron Mountain Incorporated 2002 Stock Incentive Plan (the “2002 Plan”) is amended by deleting the number “3,352,543” and inserting therefor “8,352,543.”
2. Except as hereinabove amended, the provisions of the 2002 Plan shall remain in full force and effect.
EXHIBIT 10.2
AMENDMENT TO THE IRON MOUNTAIN INCORPORATED
2003 SENIOR EXECUTIVE INCENTIVE PROGRAM
1. Section 2 of the Iron Mountain Incorporated 2003 Senior Executive Incentive Program (the “2003 SEIP”) is hereby deleted in its entirety and replaced with the following:
“2. Annual Limit on Incentive Compensation . The maximum amount payable under this Program with respect to a fiscal year shall be the lesser of 3.0 times Mr. Reese’s annual base compensation for the fiscal year or $3,500,000.00 (the “Annual Limit”).”
2. Section 3 of the 2003 SEIP is hereby deleted in its entirety and replaced with the following:
“3. Eligibility for Incentive Compensation . While the outcome for the Corporation’s fiscal year to which the incentive compensation relates is substantially uncertain (but not more than 90 days after the start of that fiscal year), the Compensation Committee of the Board of Directors shall establish the criteria for the payment of the Annual Limit. Such criteria may be based on any one or more of the following business criteria: EBITDA; OIBDA; gross revenues; growth rate; capital spending; return on investment capital; free cash flow; operating income; attaining budget; and achievement of stated corporate goals including, but not limited to acquisitions, alliances, joint ventures, international development and internal expansion. Any such criteria shall be adjusted as necessary to reflect acquisitions. If such objectives are not fully achieved, the Compensation Committee may provide that less than 100 percent of the Annual Limit shall be payable.”
3. Except as hereinabove amended, the provisions of the 2003 SEIP shall remain in full force and effect.
EXHIBIT 10.3
IRON MOUNTAIN INCORPORATED
2006 SENIOR EXECUTIVE INCENTIVE PROGRAM
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1. |
Participant . The sole participant in this Program shall be the President of Iron Mountain Incorporated. |
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2. |
Annual Limit on Incentive Compensation . The maximum amount payable under this Program with respect to a fiscal year shall be the lesser of 1.0 times the President’s annual base compensation for the fiscal year or $1,000,000.00 (the “Annual Limit”). |
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3. |
Eligibility for Incentive Compensation . While the outcome for the Corporation’s fiscal year to which the incentive compensation relates is substantially uncertain (but not more than 90 days after the start of that fiscal year), the Compensation Committee of the Board of Directors shall establish the criteria for the payment of the Annual Limit. Such criteria may be based on any one or more of the following business criteria: EBITDA; OIBDA; gross revenues; growth rate; capital spending; return on investment capital; free cash flow; operating income; attaining budget; and achievement of stated corporate goals including, but not limited to acquisitions, alliances, joint ventures, international development and internal expansion. Any such criteria shall be adjusted as necessary to reflect acquisitions. If such objectives are not fully achieved, the Compensation Committee may provide that less than 100 percent of the Annual Limit shall be payable. |
Following the close of the fiscal year, the Compensation Committee shall certify whether such criteria were satisfied.
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Discretion to Reduce Incentive Compensation . The Compensation Committee, after consultation with the Chairs of the Audit and Executive Committees of the Board of Directors, may, in its discretion, reduce the amount of incentive compensation otherwise payable for the fiscal year based on any of the following criteria: extent to which the objective financial measurements achieved for the fiscal year satisfied the Corporation’s short-term or long-term goals; stockholder confidence in the Corporation, as evidenced in part by the Corporation’s stock price; and the effectiveness and wellness of the Corporation as a whole, taking into account, for example, labor relations and other similar matters. |
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Effective Date; Right to Amend and Terminate . This 2006 Senior Executive Incentive Program shall be effective as of May 25, 2006 and shall be first applicable for the fiscal year that begins January 1, 2007; provided, however, that the material terms of this Program must be approved prior to any payment hereunder by an affirmative vote of a majority of the votes properly cast at a duly held meeting of the stockholders of the Corporation at which a quorum representing a majority of all outstanding common stock is present, in person or by proxy. |
The Program shall continue until terminated by the Board of Directors. The Board of Directors reserves the right to from time to time amend, modify or suspend this Program (or any part thereof).
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Administration . This Program shall be construed and administered in such a manner as to permit payments hereunder to satisfy the “performance-based” exception of Internal Revenue Code Section 162(m), and regulations and rulings promulgated thereunder (“Section 162(m)”). In the event that one or more members of the Compensation Committee are not “outside directors” within the meaning of Section 162(m), the duties of the Compensation Committee as set forth herein shall be performed by a committee or subcommittee of the Board of Directors consisting solely of two or more such “outside directors.” |
Exhibit 10.4
IRON MOUNTAIN INCORPORATED
Compensation Plan for Non-Employee Directors
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Restatement Date |
May 25, 2006 |
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Eligibility |
All non-employee Directors |
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Annual Retainer |
$20,000 per year (paid in quarterly installments) |
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Meeting Fees |
$1,500 per committee meeting and/or quarterly Board meeting attended live or $750 by teleconference (paid quarterly) |
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Chairperson Fees |
$5,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Executive, Governance or Compensation Committee; $20,000 per year retainer (paid in quarterly installments) for acting as Chairperson of the Audit Committee; $25,000 per year retainer (paid in quarterly installments) for acting as the “lead” Director |
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Meeting Expenses |
Reimbursement for all normal travel expenses to attend meeting (paid quarterly) |
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Group Insurance Benefits |
Iron Mountain’s group medical and dental benefits (single or family) are available to non-employee Directors, but they pay the full premium; life, AD&D, STD and LTD insurance are not available to non-employee Directors |
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Amount of Options |
Non-qualified Stock options to be equal to $75,000 per year of Black Scholes value |
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Timing of Option Grants |
Stock options granted to all non-employee Directors on initial Restatement Date and at the first Board meeting following Iron Mountain’s annual meeting (generally the fourth Tuesday of May each year); newly elected non-employee Directors receive grant on the date of their election |
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Vesting of Options |
Options vest 100% on one year anniversary of grant (or, if earlier, the annual meeting of Iron Mountain that is closest to the one year anniversary) |
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Exercise Price of Options |
Fair market value on date of grant |
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Terms of Options |
10 years |
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Cessation of Service as |
Vested options must be exercised within 60 days |
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a Director |
by a non-employee Director or his beneficiary |
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Restrictions on Resale |
None |
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Restrictions on Transfer |
Options may not be transferred (except upon death) |
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SEC Considerations |
Options will generally be granted under the Iron Mountain Incorporated 2002 Stock Incentive Plan (but may be granted under the Iron Mountain Incorporated 1997 Stock Incentive Plan), the shares of each of which are registered on Form S-8; insider trading restrictions and short-swing profit rules of the Securities Exchange Act of 1934 apply |
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Shareholder Approval |
Not required |
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Source of Shares |
Treasury shares or authorized, but unissued shares will be used for options |
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Taxation of Options |
Non-employee Directors pay ordinary income tax (and SECA tax) at time of exercise on spread between exercise price and fair market value on date of exercise; Iron Mountain gets a corresponding tax deduction at that time |