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
April 22, 2010
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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WISCONSIN
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1-7626
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39-0561070
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(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:
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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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 22, 2010, the Board of Directors of Sensient Technologies Corporation approved
amendments to the Company’s Supplemental Executive Retirement Plan A and Supplemental Executive
Retirement Plan B (collectively, the “SERP”). Pursuant to the amendments, SERP participants will
receive an additional payment if the aggregate Federal and state (net of Federal tax benefit)
income tax rate in effect at the time of payment exceeds 45%. For the Company’s executives in
Wisconsin, the current aggregate federal and state income tax rate is
approximately 40%, with a scheduled increase to approximately 44% in
2011. In addition, the discount rate
used to calculate the lump sum present value of a SERP
participant’s benefit will be the interest rate for
30-year Treasury securities as published by the IRS for the latest month available at the time of
the participant’s retirement; provided that the rate will not exceed 4.62% per annum (which was the
rate in effect on April 6, 2010). Prior to the amendment, a lump sum payment would have been
calculated using the interest rate in effect at the time of the participant’s retirement. The
effect of the amendments is to reduce the impact of tax and interest rate volatility and mitigate
the incentive for a participant to retire when the participant
anticipates a disadvantageous change in the tax or
interest rates.
The foregoing description of the amendments does not purport to be complete and is qualified in its
entirety by reference to the amendments to Supplemental Executive Retirement Plan A and
Supplemental Executive Retirement Plan B which are attached hereto as Exhibit 10.1 and 10.2.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company’s 2010 Annual Meeting of Shareholders, held on April 22, 2010, the following actions
were taken:
The following Directors were each elected for a one-year term of office:
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Nominee
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Hank Brown
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42,325,078
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1,808,893
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0
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1,754,974
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Dr. Fergus M. Clydesdale
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42,041,051
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2,092,920
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0
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1,754,974
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James A.D. Croft
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42,031,994
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2,101,977
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0
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1,754,974
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William V. Hickey
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34,706,911
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9,427,060
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0
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1,754,974
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Kenneth P. Manning
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42,180,505
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1,953,466
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0
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1,754,974
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Peter M. Salmon
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42,974,853
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1,159,118
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0
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1,754,974
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Dr. Elaine R. Wedral
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42,973,965
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1,160,006
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0
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1,754,974
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Essie Whitelaw
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42,105,766
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2,028,205
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0
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1,754,974
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Pursuant to the terms of the Company’s Proxy Statement, proxies received were voted, unless
authority was withheld, in favor of the nominees.
The shareholders also approved a proposal by the Board of Directors to ratify the appointment of
Ernst & Young LLP as the Company’s independent auditors to conduct the annual audit of the
consolidated financial statements of the Company and its subsidiaries for the year ending December
31, 2010. The shareholders cast 43,569,205 votes in favor of this proposal, 1,493,932 votes
against, and there were 825,808 votes to abstain.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
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Description
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10.1
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Form of Amendment No. 2 to the Sensient Technologies
Corporation Amended and Restated Supplemental Executive
Retirement Plan A (Effective as of January 1, 2005)
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10.2
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Form of Amendment No. 2 to the Sensient Technologies
Corporation Amended and Restated Supplemental Executive
Retirement Plan B (Effective as of January 1, 2005)
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2
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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SENSIENT TECHNOLOGIES CORPORATION
(Registrant)
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By:
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/s/ John L. Hammond
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Name:
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John L. Hammond
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: April 23, 2010
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3
EXHIBIT INDEX
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Exhibit
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Description
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10.1
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Form of Amendment No. 2 to the Sensient
Technologies Corporation Amended and Restated
Supplemental Executive Retirement Plan A (Effective
as of January 1, 2005)
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10.2
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Form of Amendment No. 2 to the Sensient
Technologies Corporation Amended and Restated
Supplemental Executive Retirement Plan B (Effective
as of January 1, 2005)
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Exhibit 10.1
Amendment No. 2
To the Form of
Sensient Technologies Corporation
Amended and Restated Supplemental Executive Retirement Plan A
(Effective as of January 1, 2005)
WHEREAS,
Sensient Technologies Corporation (the “Company”) maintains the Sensient Technologies
Corporation Supplemental Executive Retirement Plan A, effective as of January 1, 2005 (the “Plan”)
for
(the “Executive”);
WHEREAS,
the Company desires to amend the formula used to determine Executive’s benefit under
the Plan;
NOW THEREFORE,
the Plan is hereby amended as follows:
1. Section 3 is amended to add a new paragraph E. to read as follows:
E.
Tax Equalization Payment
An Executive (or his or her designated beneficiary) commencing benefits after January 1,
2010 shall receive a tax equalization payment if the aggregate Federal and state (net of
Federal tax benefit) income tax rate in effect at the time of payment (the “Aggregate Tax
Rate” or “ATR”) exceeds 45%. For this purpose, the Aggregate Tax Rate shall be calculated
by applying the then highest marginal income tax rates applicable to the Executive and
assuming that any state income taxes are deductible for Federal income tax purposes. The
tax equalization payment shall be equal to the amount of the payment(s) under paragraph A,
C or D (referred to as “P”), multiplied by the excess of the Aggregate Tax Rate over 45%;
provided that if the Aggregate Tax Rate exceeds 55%, the tax equalization payment shall
include a supplemental payment in addition to the tax equalization payment. In such event,
the supplemental payment shall be equal to:
(P(.495) — P(ATR+.55)(1-ATR)), multiplied by (1/1-ATR).
The tax equalization payment (plus any supplemental payment) shall be paid at the same time
as the payment(s) under paragraph A, C or D.
2. Section 3 is amended to add a new paragraph F. to read as follows:
F.
Lump Sum Present Value
The discount rate used to calculate the lump sum present value of the Executive’s benefit
shall be the rate for 30-year Treasury securities as published by the IRS on
their website (http://www.irs.gov/retirement/article/0,,id=96450,00.html) for the latest
month available at the time of the Executive’s retirement; provided that such rate shall
not exceed 4.62% per annum (which was the rate in effect on April 6, 2010).
IN WITNESS WHEREOF,
this Amendment is duly executed as of the
day of
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SENSIENT TECHNOLOGIES CORPORATION
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By:
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Exhibit 10.2
Amendment No. 2
To the Form of
Sensient Technologies Corporation
Amended and Restated Supplemental Executive Retirement Plan B
(Effective as of January 1, 2005)
WHEREAS,
Sensient Technologies Corporation (the “Company”) maintains the Sensient Technologies
Corporation Supplemental Executive Retirement Plan B, effective as of January 1, 2005 (the “Plan”)
for
(the “Executive”);
WHEREAS,
the Company desires to amend the formula used to determine Executive’s benefit under
the Plan;
NOW THEREFORE,
the Plan is hereby amended as follows:
1. Section 4 is amended to add a new paragraph E. to read as follows:
E.
Tax Equalization Payment
An Executive (or his or her designated beneficiary) commencing benefits after January 1,
2010 shall receive a tax equalization payment if the aggregate Federal and state (net of
Federal tax benefit) income tax rate in effect at the time of payment (the “Aggregate Tax
Rate” or “ATR”) exceeds 45%. For this purpose, the Aggregate Tax Rate shall be calculated
by applying the then highest marginal income tax rates applicable to the Executive and
assuming that any state income taxes are deductible for Federal income tax purposes. The
tax equalization payment shall be equal to the amount of the payment(s) under paragraph A,
C or D (referred to as “P”), multiplied by the excess of the Aggregate Tax Rate over 45%;
provided that if the Aggregate Tax Rate exceeds 55%, the tax equalization payment shall
include a supplemental payment in addition to the tax equalization payment. In such event,
the supplemental payment shall be equal to:
(P(.495) — P(ATR+.55)(1-ATR)), multiplied by (1/1-ATR).
The tax equalization payment (plus any supplemental payment) shall be paid at the same time
as the payment(s) under paragraph A, C or D.
2. Section 4 is amended to add a new paragraph F. to read as follows:
F.
Lump Sum Present Value
The discount rate used to calculate the lump sum present value of the Executive’s benefit
shall be the rate for 30-year Treasury securities as published by the IRS on
their website (http://www.irs.gov/retirement/article/0,,id=96450,00.html) for the latest
month available at the time of the Executive’s retirement; provided that such rate shall
not exceed 4.62% per annum (which was the rate in effect on April 6, 2010).
IN WITNESS WHEREOF,
this Amendment is duly executed as of the
day of
, 20
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SENSIENT TECHNOLOGIES CORPORATION
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By:
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