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)                 Febr uary 24, 2011

 
DARLING INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
001-13323
36-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS 75038
(Address of Principal Executive Offices)                                               (Zip Code) 
 
                                                                     
Registrant’s telephone number, including area code:                      (972) 717-0300
 
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):

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 Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with its written charter, the Nominating and Corporate Governance Committee (the “ Governance Committee ”) of the board of directors (the “ Board ”) of Darling International Inc. (the “ Company ”) is charged with evaluating annually the status of the Board’s compensation in relation to comparable U.S. companies and reporting its findings to the Board. In December 2010, the Compensation Committee of the Board retained Aon Hewitt (“ Hewitt ”), an outside global human resources consulting firm, to review the Company’s executive compensation program. In conjunction with such review, Hewitt also reviewed the Company’s compensation program for its outside directors. Based on Hewitt’s findings and recommendations, the Governance Committee recommended to the Board certain changes to the Company’s compensation program for its outside directors. Consistent with these recommendations, on February 24, 2011, the Board adopted the Amended and Restated Non-Employee Director Restricted Stock Award Plan, as originally approved on March 9, 2006 and amended on January 15, 2009, pursuant to the Company’s 2004 Omnibus Incentive Plan (the “ Restated Directors Plan ”). The Restated Directors Plan increases the annual grant of restricted stock awarded to each non-employee director of the Company from $20,000 to $60,000.

Furthermore, as previously reported, in accordance with Hewitt’s recommendation regarding director compensation, non-employee directors will no longer receive automatic grants of stock options on initial election or upon the Company’s achievement of predefined return on gross investment targets.

The foregoing description is not intended to be complete and is qualified in its entirety by reference to the full text of the Restated Directors Plan attached hereto as Exhibit 10.1 and the 2004 Omnibus Incentive Plan, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 17, 2005.

Item 8.01.
Other Events.

Consistent with Hewitt’s recommendations regarding director compensation, on February 24, 2011, the Board also approved an increase in the annual retainer paid to each outside director from $35,000 to $45,000, effective as of January 1, 2011.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits .

10.1
Amended and Restated Non-Employee Director Restricted Stock Award Plan adopted February 24, 2011.


 
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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.


 
  DARLING INTERNATIONAL INC.  
       
Date:  February 28, 2011
By:
/s/      John F. Sterling  
    John F. Sterling  
   
Executive Vice President and
General Counsel
 
       
       


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT LIST

10.1
Amended and Restated Non-Employee Director Restricted Stock Award Plan adopted February 24, 2011.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
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Exhibit 10.1
 
Amended and Restated Non-Employee Director Restricted Stock Award Plan
 
( Revised February 24, 2011 )
 
Pursuant to the Darling International Inc. 2004 Omnibus Incentive Plan (the “ Plan ”), each Non-Employee Director of Darling International Inc. (the “ Company ”) shall receive an annual grant of $60,000 in Restricted Stock with the following terms and such other terms consistent with the Plan as the Board of Directors of the Company shall provide in the Award Agreement.  Capitalized terms used, but not defined, herein shall have the meaning given them in the Plan.  This Amended and Restated Non-Employee Director Restricted Stock Award Plan supersedes for future periods the Non-Employee Director Restricted Stock Award Plan, which was adopted under the Plan on March 9, 2006 and amended on January 15, 2009 (the “ Prior Plan ”); however, the Prior Plan will remain in effect in respect of awards heretofore granted under the Prior Plan.
 
Each Award Agreement evidencing a Restricted Stock grant according to this Non-Employee Director Restricted Stock Award Plan shall specify the terms of the period of restriction and the number of Shares of Restricted Stock granted in accordance with the following:
 
Date of Award :  The fourth business day after the Company releases its annual financial results for its last completed fiscal year.
 
Number of Shares Granted :  $60,000 divided by the Fair Market Value per Share on the third business day after the Company releases its annual financial results for its last completed fiscal year; provided, however, that if the maximum aggregate Share limit for issuance to Non-Employee Directors under the Plan is exceeded on the Date of Award, each Non-Employee Director shall receive his pro-rata share of the then-remaining Shares issuable under the Plan.
 
Restrictions :  Shares subject to this Award shall be subject to a right of repurchase at $.01 per Share upon termination of the holder for cause and shall not be transferable.  Both of the Restrictions shall lapse with respect to 100% of the Shares upon the earliest to occur of (i) ten years after the Date of Award, (ii) a Change of Control and (iii) termination of the Non-Employee Director’s service with the Company, other than for “cause.”  For this purpose, “cause” shall mean the Non-Employee Director (i) committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with his service for the Company, (ii) breached any non-disclosure agreement or policy of the Company or (iii) is convicted of, or pleas nolo contendere with respect to, an act of criminal misconduct.
 
Rights during Restriction Period :  The Non-Employee Directors holding Shares of Restricted Stock pursuant to the foregoing shall have the right to exercise full voting rights with respect to those Shares during the period of restriction.  In addition, the Non-Employee Directors holding Shares of Restricted Stock pursuant to the foregoing shall have the right to receive Dividend Equivalents equal to any dividends declared on Shares between the Date of Grant and the end of the period of restriction.  The Dividend Equivalents shall vest in the holder at the time of lapse of Restrictions on the Restricted Stock.  At such time, Dividend Equivalents will be paid to the holder of underlying Shares in securities, property or cash, and in the amount that would have been paid on the underlying Shares had the holder owned such Shares without restriction at the time of the dividend.