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)
|
|
April 6, 2006 (March 31, 2006)
|
|
|
|
|
|
WRIGHT EXPRESS CORPORATION
|
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
001-32426
|
|
01-0526993
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
|
|
Registrant's telephone number, including area code
|
|
(207) 773-8171
|
|
|
|
|
|
|
|
(Former name or former address if changes 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:
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))
TABLE OF CONTENTS
Item 1.01
Entry into a Material Definitive Agreement
Adoption of Wright Express Corporation Amended and Restated Short Term Incentive Program and
2006 Performance Criteria
On March 31, 2006, the Compensation Committee of the Board of Directors of Wright Express
Corporation (the “Committee” and the “Company,” respectively) approved the performance criteria and
relative weighting of each criterion that will be used to determine the cash bonus awards payable
to the Company’s chief executive officer and four most highly compensated executive officers (the
“Named Executive Officers”) under the Company’s Short Term Incentive Program (the “STIP”) for the
fiscal year ending December 31, 2006. For 2006, our Named Executive Officers are: Michael E.
Dubyak; Melissa D. Smith; David D. Maxsimic; Katherine M. Greenleaf; and Tod A. Demeter. For all
Named Executive Officers, the payments are contingent on the Company meeting certain goals with
respect to adjusted net income (60% weighting), adjusted revenue (20% weighting) and corporate
objectives (20% weighting). David D. Maxsimic, the Company’s Senior Vice President, Sales and
Marketing, is also eligible for a supplemental cash incentive, assuming threshold performance, of
between $50,000 and $200,000 based on the Company attaining certain levels of adjusted revenue.
Potential 2006 cash bonus awards under the STIP may be paid to the Company’s Named Executive
Officers at the following percentages of base salary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Dubyak
|
|
|
50
|
%
|
|
|
100
|
%
|
|
|
200
|
%
|
|
Melissa D. Smith
|
|
|
30
|
|
|
|
60
|
|
|
|
120
|
|
|
David D. Maxsimic
|
|
|
27.5
|
|
|
|
55
|
|
|
|
110
|
|
|
Katherine M. Greenleaf
|
|
|
22.5
|
|
|
|
45
|
|
|
|
90
|
|
|
Tod A. Demeter
|
|
|
22.5
|
|
|
|
45
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For any performance between threshold and maximum performance, payout is adjusted ratably. The
Company must meet its threshold results for adjusted net income in order to receive any payout
under the STIP.
For the purposes of the STIP, adjusted net income means “adjusted net income” as reported in the
Company’s Form 8-K filing reporting the Company’s results for 2006 adjusted to exclude certain
extraordinary items. The Compensation Committee may exercise discretion to include all or part of
an item of loss or expense with regard to any extraordinary items. The Compensation Committee has
further discretion to increase or decrease payout levels on adjusted net income under certain
circumstances relating to the impact of the Company’s fuel price risk management program. For
purposes of the STIP, “adjusted revenue” is based on revenue adjusted for the price of fuel.
Adoption of Wright Express Corporation 2006 Long Term Incentive Program
On March 31, 2006, the Committee also approved grants of equity securities to the Company’s Named
Executive Officers, among others, in the form of restricted stock units (“RSUs”) and
performance-based restricted stock units (“PSUs”). The following lists the number of RSUs and PSUs
(at threshold, target and maximum performance) granted to each of the Company’s Named Executive
Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
RSUs
|
|
|
Threshold PSUs
|
|
|
Target PSUs
|
|
|
Maximum PSUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Dubyak
|
|
|
13,557
|
|
|
|
6,778
|
|
|
|
13,557
|
|
|
|
27,114
|
|
|
Melissa D. Smith
|
|
|
4,338
|
|
|
|
2,169
|
|
|
|
4,338
|
|
|
|
8,676
|
|
|
David D. Maxsimic
|
|
|
3,886
|
|
|
|
1,943
|
|
|
|
3,886
|
|
|
|
7,772
|
|
|
Katherine M. Greenleaf
|
|
|
3,253
|
|
|
|
1,626
|
|
|
|
3,253
|
|
|
|
6,506
|
|
|
Tod A. Demeter
|
|
|
3,253
|
|
|
|
1,626
|
|
|
|
3,253
|
|
|
|
6,506
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The RSUs and PSUs vest with respect to 25% of the total units granted on each of the first
four anniversaries of the date of grant, or sooner under certain circumstances. Under the
terms of the grant, the number of PSUs that will be converted to shares of the Company’s
stock is subject to the attainment of
performance goals, based on adjusted net income as
determined for purposes of the STIP. No PSUs will be converted to shares of the Company’s
stock unless the threshold performance goal is met. If the maximum goal is exceeded, only
the number of PSUs granted subject to attainment of the maximum goal will be converted.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits.
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.1*
|
|
Form of Long Term Incentive Program Award Agreement
|
|
|
|
|
* Exhibit filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
WRIGHT EXPRESS CORPORATION
|
|
|
Date: April 6, 2006
|
By:
|
/s/ Melissa D. Smith
|
|
|
|
|
Melissa D. Smith
|
|
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.1*
|
|
Form of Long Term Incentive Program Award Agreement
|
|
|
|
|
* Exhibit filed herewith.
EXHIBIT 10.01
Wright Express Corporation
Memorandum
|
|
|
|
|
TO:
|
|
[Name of Recipient] (the “Grantee”)
|
|
|
|
|
|
FROM:
|
|
Michael E. Dubyak, President & CEO
|
|
|
|
|
|
SUBJECT:
|
|
[Year of Award] Long Term Incentive Program Award Agreement
|
|
|
|
|
|
DATE:
|
|
[Date of Award]
|
|
|
|
|
You have been granted an Award of Restricted Stock Units (“RSUs”) and, based on the attainment of
performance goals in [Year of Award], an Award of Performance-Based Restricted Stock Units
(“PSUs”) under the terms of the Wright Express Corporation 2005 Equity and Incentive Plan (the
“Plan”) and [Year of Award] Long Term Incentive Program (“LTIP”), which is established pursuant
to the Plan. Attached to this Memorandum is an Agreement which, along with the Plan document and
LTIP, governs your Awards. You will be receiving separately a copy of the Prospectus for the
Plan. The Prospectus contains important information regarding the Plan, including information
regarding restrictions on your rights with respect to the RSUs and PSUs granted to you.
You
should read the Prospectus carefully
.
An Award of RSUs or PSUs does not give you rights as a shareholder of the Company and you may not
transfer or assign any rights in your RSUs or PSUs. Please note that as your Awards vest, the
Company will withhold a number of shares of company stock to satisfy tax withholding requirements
(similar to payroll withholding requirements).
Finally, by accepting these Awards you are agreeing to abide by the terms of the Plan, LTIP, and
the attached Agreement.
If you do not want to accept the Awards, you must reject the Awards in
writing by returning this Memorandum to the Human Resources Office in South Portland by
[Date of
Response]
.
|
|
|
|
|
Date of Grant:
|
|
|
|
|
|
|
|
Number of RSUs:
|
|
[Number of RSUs]
|
|
Number of PSUs*:
|
|
|
|
|
|
[Number of PSUs] at Threshold
|
|
|
|
[Number of PSUs] at Target
|
|
|
|
[Number of PSUs] at Maximum
|
|
|
|
|
|
Vesting Period:
|
|
[Number of] years ([ ]% per year)
|
* The number of PSUs that will be converted to shares of the Company’s
common stock is subject to the attainment of performance goals, based on
adjusted net income as set forth in the [Year of Award] Short Term Incentive
Program. No PSUs will be converted unless the Threshold goal is met, and if
the Maximum goal is exceeded, only the number of PSUs granted subject to
attainment of the Maximum goal will be converted.
USE THE SPACE BELOW ONLY IF YOU WISH TO REJECT THE AWARDS OF RSUs AND PSUs:
I reject the Awards of RSUs and PSUs described in this Memorandum.
|
|
|
|
|
_______________________________________________________
Signature of Grantee
|
|
_______________
Date
|
|
|
|
|
WRIGHT EXPRESS CORPORATION
[YEAR OF AWARD] LONG TERM INCENTIVE PROGRAM
AWARD AGREEMENT
THIS AWARD AGREEMENT (“Agreement”), dated as of [Date of Award], is entered into by and
between WRIGHT EXPRESS CORPORATION, a Delaware corporation (the “Company”), and the Grantee named
on the attached Memorandum, dated [Date of Award] (the “Memorandum”) pursuant to the terms and
conditions of the Wright Express Corporation 2005 Equity and Incentive Plan (the “Plan”) and the
Wright Express Corporation [Year of Award] Long Term Incentive Program (the “LTIP”) established
thereunder.
WHEREAS, the Company has the authority under and pursuant to the Plan to grant awards to
eligible employees of the Company and its subsidiaries; and
WHEREAS, the Company desires to grant Awards to the Grantee subject to the terms and
conditions of the Plan, LTIP, and this Agreement.
In consideration of the provisions contained in this Agreement, the Company and the Grantee
agree as follows:
1.
The Plan.
The Awards granted to the Grantee hereunder are made pursuant to the Plan and
LTIP. A copy of the prospectus for the Plan is attached hereto and the applicable terms of such
Plan and LTIP are hereby incorporated herein by reference. Terms used in this Agreement which are
not defined in this Agreement shall have the meanings used or defined in the Plan.
2.
Award.
Concurrently with the execution of this Agreement, and subject to the terms and
conditions set forth in the Plan, LTIP, and this Agreement, the Company hereby grants the number of
Restricted Stock Units and Performance-Based Restricted Stock Units indicated in the Memorandum to
the Grantee. Each Restricted Stock Unit entitles the Grantee to one share of Company Stock upon
vesting, and each Performance-Based Restricted Stock Unit entitles the Grantee to one share of
Company Stock, subject to the attainment of performance goals, upon vesting.
3.
Vesting of Units.
Upon the vesting of the Awards, as described in this Section, the
Company shall deliver for each Restricted Stock Unit or Performance-Based Restricted Stock Unit
that becomes vested, one (1) share of Company Stock;
provided
,
however
, that the
Grantee shall be required to remit to the Company at the time of delivery of the Company Stock the
amount that the Company determines necessary to pay applicable withholding taxes as and to the
extent provided in Paragraph 8 below. Subject to Paragraph 4 below, [ ]% of the Restricted Stock
Units and Performance-Based Restricted Stock Units granted hereunder shall become vested and
payable to the Grantee on each of the first [ ] anniversaries of the Grant Date, [Date of Award],
so long as the Grantee remains employed with the Company through each such vesting date.
Notwithstanding the foregoing, upon the earliest of the Grantee’s death or a “Change in Control”,
the Awards shall become immediately and fully vested, subject to any terms and conditions set forth
in the Plan or imposed by the Compensation Committee appointed by the Board of Directors (the
“Committee”). “Change in Control” shall have the meaning set forth in the Plan. In the event of a
Change in Control, the Awards shall become immediately and fully vested under this Agreement only
if the surviving entity has not assumed the obligation set forth in the Agreement. With respect to
any Grantee subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, in no event
shall acceleration of vesting result in an increase in the amount of the Award based on the time
value of money.
4.
Termination of Employment.
Notwithstanding any other provision of the Plan to the
contrary, upon the termination of the Grantee’s employment with the Company and its subsidiaries
for any reason whatsoever (other than death), the Awards, to the extent not yet vested, shall
immediately and automatically terminate;
provided
,
however
, that the Committee may,
in its sole and absolute discretion agree to accelerate the vesting of the Awards, upon termination
of employment or otherwise, for any reason or no reason, but shall have no obligation to do so.
In the event the Grantee dies during the calendar year [Year of Award] performance period, the
number of Performance-Based Restricted Stock Units the Grantee shall be entitled to convert to
Company Stock, subject to the
attainment of Performance Goals, shall be prorated, based on a
fraction, the numerator of which is the number of months the Grantee was employed during the
calendar year [Year of Award] performance period, and the denominator of which is twelve.
5.
No Assignment.
Except as expressly permitted under the Plan, this Agreement may
not be assigned by the Grantee by operation of law or otherwise.
6.
No Rights to Continued Employment.
Neither this Agreement nor the Awards shall be
construed as giving the Grantee any right to continue in the employ of the Company or any of its
subsidiaries, or shall interfere in any way with the right of the Company to terminate such
employment. Notwithstanding any other provision of the Plan, the Awards, this Agreement or any
other agreement (written or oral) to the contrary, for purposes of the Plan and the Awards, a
termination of employment shall be deemed to have occurred on the date upon which the Grantee
ceases to perform active employment duties for the Company following the provision of any
notification of termination or resignation from employment, and without regard to any period of
notice of termination of employment (whether expressed or implied) or any period of severance or
salary continuation. Notwithstanding any other provision of the Plan, the Awards, this Agreement
or any other agreement (written or oral) to the contrary, the Grantee shall not be entitled (and by
accepting an Award, thereby irrevocably waives any such entitlement) to any payment or other
benefit to compensate the Grantee for the loss of any rights under the Plan as a result of the
termination or expiration of an Award in connection with any termination of employment. No amounts
earned pursuant to the Plan or any Award shall be deemed to be eligible compensation in respect of
any other plan of Wright Express Corporation or any of its subsidiaries.
7.
Governing Law.
This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the internal laws of the State of Delaware, without
effect to the conflicts of laws principles thereof.
8.
Tax Obligations.
As a condition to the granting of the Awards and the vesting thereof, the
Grantee acknowledges and agrees that he/she is responsible for the payment of income and employment
taxes (and any other taxes required to be withheld) payable in connection with the vesting of an
Award. Accordingly, the Grantee agrees to remit to the Company or any applicable subsidiary an
amount sufficient to pay such taxes. Such payment shall be made to the Company or the applicable
subsidiary of the Company in a form that is reasonably acceptable to the Company, as the Company
may determine in its sole discretion. Notwithstanding the foregoing, the Company may retain and
withhold from delivery at the time of vesting that number of shares of Company Stock having a fair
market value equal to the taxes owed by the Grantee, which retained shares shall fund the payment
of such taxes by the Company on behalf of the Grantee.
9.
Notices.
Any notice required or permitted under this Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed,
as appropriate, to the Grantee at the last address specified in the Grantee’s employment records
(or such other address as the Grantee may designate in writing to the Company), or to the Company,
97 Darling Avenue, South Portland, ME 04106, Attention: General Counsel, or such other address as
the Company may designate in writing to the Grantee.
10.
Failure to Enforce Not a Waiver.
The failure of the Company to enforce at any time any
provision of this Agreement shall in no way be construed to be a waiver of such provision or of any
other provision hereof.
11.
Amendments.
This Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto.
12.
Authority.
The Committee has complete authority and discretion to determine Awards, and
to interpret and construe the terms of the Plan and this Agreement. The determination of the
Committee as to any matter relating to the interpretation or construction of the Plan or this
Agreement shall be final, binding and conclusive on all parties.
13.
Rights as a Stockholder.
The Grantee shall have no rights as a stockholder of the Company
with respect to any shares of common stock of the Company underlying or relating to any Award until
the issuance of a stock certificate to the Grantee in respect of such Award.
IN WITNESS WHEREOF, this Agreement is effective as of the date first above written.
|
|
|
|
|
|
|
|
WRIGHT EXPRESS CORPORATION
|
|
|
|
By:
|
/s/ Michael E. Dubyak
|
|
|
|
|
Michael E. Dubyak
|
|
|
|
|
Its: President and Chief Executive Officer
|
|
|
|
