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
May 8, 2007
Date of Report
(Date of earliest event reported)
CORE-MARK HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51515 | 20-1489747 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
395 Oyster Point Boulevard, Suite 415,
South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) |
(650) 589-9445
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
On May 8, 2007, the Board of Directors of Core-Mark Holding Company, Inc. (the “Company”) adopted a Statement of Policy regarding the 2007 Long-Term Incentive Plan (the “2007 LTIP”) proposed for approval by the Company’s stockholders at its Annual Meeting on May 15, 2007. The Statement of Policy prohibits re-pricing of stock options and re-grants of forfeited awards under the 2007 LTIP without stockholder approval.
A copy of the Statement of Policy is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits. |
The following are filed as exhibits to this report:
|
Number |
Description |
|
|
99.1 |
Statement of Policy Regarding 2007 Long-Term Incentive Plan, dated May 8, 2007. |
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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.
Date: May 8, 2007
| CORE-MARK HOLDING COMPANY, INC. | ||
| By: |
/s/ Stacy Loretz-Congdon |
|
| Name: | Stacy Loretz-Congdon | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
STATEMENT OF POLICY
REGARDING
2007 LONG-TERM INCENTIVE PLAN
May 8, 2007
The Board of Directors of Core-Mark Holding Company, Inc. (the “ Company ”) has adopted this Statement of Policy to govern its administration of the Company’s 2007 Long-Term Incentive Plan (the “ Plan ”):
1. Re-pricing of Stock Options . Notwithstanding any provision of the Plan to the contrary, the Company will not engage in any re-pricing of stock options awarded under the Plan (including without limitation re-pricing by means of cancellation and re-grant) without the approval of the Company’s stockholders. The foregoing shall not prohibit normal adjustments to stock options contemplated by the Plan in the case of stock dividends, stock splits and reverse stock splits, mergers, consolidations and other events contemplated by the Plan, so long as the effect of such adjustments is to preserve rather than to change the economic attributes of previously granted awards.
2. Re-Grants of Forfeited Awards . Notwithstanding any provision of the Plan to the contrary, the Company will not re-grant any shares subject to awards under the Plan that have been forfeited by the grantees (whether due to failure to satisfy vesting requirements or otherwise). All such forfeited shares shall be withdrawn from the pool of shares available for grant under the Plan.
3. Amendments and Waivers of this Policy . This Statement of Policy may not be withdrawn, terminated, modified or waived without the approval of the Company’s stockholders.