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): February 26, 2014
SPX CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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1-6948 |
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38-1016240 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (704) 752-4400
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 February 26, 2014, SPX Corporation (the “Company”) amended certain of its non-qualified pension and savings plans (collectively, the “Plans”) to conform to December 2, 2013 amendments to Change of Control Agreements between the Company and each officer of the Company.
The Plans were amended to:
· Revise the definition of a “change of control” to increase the ownership threshold at which a change of control will be deemed to take place and require consummation of a business combination (rather than only shareholder approval) to trigger a change of control;
· Remove excise tax gross-up provisions; and
· Effect other minor changes.
The amendments are effective as of March 10, 2014.
The preceding description of the amendments is qualified in its entirety by reference to the amendments, each filed as an exhibit to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment to the SPX Corporation Supplemental Retirement Savings Plan |
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10.2 |
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Amendment to the SPX Corporation Supplemental Individual Account Retirement Plan |
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10.3 |
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Amendment to the SPX Corporation Supplemental Retirement Plan for Top Management |
SIGNATURE
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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SPX CORPORATION |
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Date: February 28, 2014 |
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/s/ Kevin L. Lilly |
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Kevin L. Lilly |
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Senior Vice President, Secretary and General Counsel |
Exhibit 10.1
AMENDMENT TO THE
SPX CORPORATION SUPPLEMENTAL RETIREMENT SAVINGS PLAN
SPX Corporation currently maintains the SPX Corporation Supplemental Retirement Savings Plan (the “Plan”). Pursuant to the powers of amendment reserved in Section 7.1 of the Plan, effective as of March 10, 2014, SPX Corporation hereby amends the Plan in the following manner:
1. Section 9.2(a) of the Plan is amended by replacing the phrase “twenty percent (20%)” with “twenty-five percent (25%)” wherever such phrase occurs therein.
2. Section 9.2(a)(iii)(B)(1) of the Plan is amended by deleting the phrase “(other than rights under the Company’s Rights Agreement dated June 25, 1996 with The Bank of New York, as amended)” in its entirety.
3. Section 9.2(c) of the Plan is amended by replacing the phrase “Approval by the shareholders of (or if such approval is not required, the consummation of)” with “The consummation of”.
4. Section 9.2(c) of the Plan is amended by replacing the phrase “eighty percent (80%)” with “seventy-five percent (75%)”.
5. Section 9.3 of the Plan is deleted in its entirety and replaced with the following:
“Section 9.3 RESERVED”
Exhibit 10.2
AMENDMENT TO THE
SPX CORPORATION SUPPLEMENTAL INDIVIDUAL ACCOUNT RETIREMENT PLAN
SPX Corporation currently maintains the SPX Corporation Supplemental Individual Account Retirement Plan (the “Plan”). Pursuant to the powers of amendment reserved in Section 6.1 of the Plan, effective as of March 10, 2014, SPX Corporation hereby amends the Plan in the following manner:
1. Section 8.1(a) of the Plan is amended by replacing the phrase “twenty percent (20%)” with “twenty-five percent (25%)” wherever such phrase occurs therein.
2. Section 8.1(a)(iii)(B)(1) of the Plan is amended by deleting the phrase “(other than rights under the Company’s Rights Agreement dated June 25, 1996 with The Bank of New York, as amended)” in its entirety.
3. Section 8.1(c) of the Plan is amended by replacing the phrase “Approval by the shareholders of (or if such approval is not required, the consummation of)” with “The consummation of”.
4. Section 8.1(c) of the Plan is amended by replacing the phrase “eighty percent (80%)” with “seventy-five percent (75%)”.
5. Section 8.3 of the Plan is deleted in its entirety and replaced with the following:
“Section 8.3 RESERVED”
Exhibit 10.3
AMENDMENT TO THE
SPX CORPORATION SUPPLEMENTAL RETIREMENT PLAN
FOR TOP MANAGEMENT
SPX Corporation currently maintains the SPX Corporation Supplemental Retirement Plan for Top Management (the “Plan”). Pursuant to the powers of amendment reserved in Section 6.1 of the Plan, effective as of March 10, 2014, SPX Corporation hereby amends the Plan in the following manner:
1. Section 8.2 of the Plan is amended by inserting the phrase “(as amended from time to time)” after the phrase “Executive Bonus Plan” and the phrase “Account Retirement Plan”.
2. Section 8.3 of the Plan is amended to read as follows:
“Section 8.3 RESERVED”