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): December 16, 2014

 

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-13045

 

23-2588479

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

One Federal Street, Boston, Massachusetts

 

02110

(Address of Principal Executive Offices)

 

(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 5.02.                                         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 16, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of Iron Mountain Incorporated (the “Company”) approved the Second Amendment to The Iron Mountain Companies Severance Plan Severance Program No. 1 (the “Second Amendment”). The Second Amendment provides for adjustments to accelerated vesting of certain equity compensation in the event of termination without cause.

 

The foregoing description of the Second Amendment and The Iron Mountain Companies Severance Plan Severance Program No. 1, as amended from time to time (“Severance Program No. 1”) is not complete and is subject to and qualified in its entirety by reference to the Second Amendment and Severance Program No. 1, which are incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, respectively.

 

In addition, on December 16, 2014, the Committee also approved amending Mr. Marc Duale’s employment agreement to provide to Mr. Duale severance benefits substantially the same as those provided to other officers pursuant to the Second Amendment described above.

 

Item 8.01.                                         Other Events.

 

On December 16, 2014, the Company, issued a press release announcing that it will redeem approximately $306 million aggregate principal amount outstanding of its 8 3 / 8 % Senior Subordinated Notes due 2021 at a redemption price of $1,041.88 for each $1,000.00 principal amount of notes redeemed, plus accrued and unpaid interest to but excluding December 30, 2014. This redemption is expected to occur on December 30, 2014. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

Item 9.01.                                         Financial Statements and Exhibits.

 

(d)  Exhibits.

 

10.1                         Second Amendment to The Iron Mountain Companies Severance Plan Severance Program No. 1. (Filed herewith)

 

99.1                         Press Release dated December 16, 2014. (Filed herewith)

 

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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.

 

 

 

IRON MOUNTAIN INCORPORATED

 

 

 

 

By:

/s/ Ernest W. Cloutier

 

Name:

Ernest W. Cloutier

 

Title:

Executive Vice President and General Counsel

 

 

Date: December 19, 2014

 

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Exhibit 10.1

 

THE IRON MOUNTAIN COMPANIES SEVERANCE PLAN

SEVERANCE PROGRAM NO. 1

 

 

SECOND AMENDMENT

 

 

The Compensation Committee of the Board of Directors of Iron Mountain Incorporated (the “Company”) hereby amends The Iron Mountain Companies Severance Plan Severance Program No. 1, as previously amended (the “Program”), effective immediately.

 

*   *   *   *   *

 

1.                                       Section 3.3 of the Program shall be amended in its entirety as follows:

 

3.3                                Accelerated Vesting of Certain Equity Compensation .  Notwithstanding anything to the contrary in any equity compensation plan, agreement thereunder or amendment to either, if a Covered Employee experiences a Qualifying Termination, outstanding equity-based awards shall be adjusted in accordance with the provisions of this Section 3.3.

 

(a)                                  In the case of outstanding stock options, restricted stock and restricted stock units, the award shall be credited with an additional twelve months of vesting service as of the date of the Qualifying Termination.

 

(b)                                  In the case of outstanding performance units that are earned based on the performance criteria applicable to the award, the Covered Employee shall be credited with an additional twelve months of service solely for purposes of applying the following schedule:

 

 

 

Vesting

 

Date Relationship Terminates

 

Percentage

 

On or after first anniversary of Grant Date

 

33.3

%

On or after second anniversary of Grant Date

 

66.6

%

On or after third anniversary of Grant Date

 

100

%

 

Example:  Covered Employee A is granted a performance unit on March 12, 2014 and experiences a Qualifying Termination as of September 12, 2014.  Covered Employee A will be treated as 33.3% vested in this award, based on six months of service plus the additional twelve months of service credited by this Section 3.3(b).

 

Notwithstanding the provisions of any Performance Unit Agreement to the contrary (including, without limitation, the last sentence of the first paragraph of Section 3(a) of Performance Unit Agreement Version 21, and the equivalent thereof in each other Performance Unit Agreement), vesting acceleration as a

 

1


 

result of this Section 3.3(b) shall not accelerate the date on which the “underlying shares” (as defined in the Performance Unit Agreement) shall be delivered, which date shall remain the initially established “vesting date” (as defined in the Performance Unit Agreement).  In no event will any performance units that have not been “earned” in accordance with the terms of the award be delivered.

 

(c)                                   In the event of any acceleration of vesting under this Section 3.3 as well as upon a change in control (including a Vesting Change in Control) under any of Iron Mountain’s equity compensation plans, duplicative vesting service shall not be credited (but the most generous of any multiple vesting service crediting provisions shall apply).

 

*   *   *   *   *

 

2.                                       Except as hereinabove specifically amended, all provisions of the Program shall continue in full force and effect; provided, however, that the Compensation Committee of the Board of Directors of the Company hereby reserves the power from time to time to further amend the Program.

 

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Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Iron Mountain Incorporated to Call a Portion of 8-3/8% Subordinated Notes due 2021 for Redemption

 

BOSTON — December 16, 2014 — Iron Mountain Incorporated   (NYSE: IRM), the storage and information management services company, announced that it has called for redemption $306 million of the aggregate principal amount outstanding of its $412 million 8-3/8% Senior Subordinated Notes due 2021 (the “2021 Notes”), in accordance with the Indenture governing these notes. The redemption date for the 2021 Notes will be December 30, 2014. The 2021 Notes will be redeemed at a redemption price of $1,041.88 for each $1,000 principal amount of notes redeemed, plus accrued and unpaid interest to but excluding December 30, 2014. The Company expects to draw U.S. Dollars under its revolving credit facility to finance the redemption.

 

This announcement does not constitute a notice of redemption for any of the 2021 Notes. The formal notices of redemption are being provided separately in accordance with the terms of the Indenture governing the notes.

 

About Iron Mountain

 

Iron Mountain Incorporated (NYSE: IRM) is a leading provider of storage and information management services. The company’s real estate network of more than 67 million square feet across more than 1,000 facilities in 36 countries allows it to serve customers around the world. And its solutions for records management, data management, document management, and secure shredding help organizations to lower storage costs, comply with regulations, recover from disaster, and better use their information. Founded in 1951, Iron Mountain stores and protects billions of information assets, including business documents, backup tapes, electronic files and medical data. Visit www.ironmountain.com for more information.

 

Investor Relations Contacts:

 

 

Melissa Marsden

 

Faten Freiha

Senior Vice President, Investor Relations

 

Director, Investor Relations

melissa.marsden@ironmountain.com

 

faten.freiha@ironmountain.com

(617) 535-8595

 

(617) 535-8404

 

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