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): December 1, 2009
MUELLER WATER PRODUCTS, INC.
(Exact Name of
Registrant as Specified in Its Charter)
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Delaware
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0001-32892
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20-3547095
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1200 Abernathy Road
Atlanta, Georgia 30328
(Address of Principal
Executive Offices)
(770) 206-4200
(Registrant’s telephone number, including area code)
Not
applicable
(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))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 1, 2009, the Company amended its employment agreements with Messrs. Hyland, Leggett, Hart
and Torok to reflect that severance benefits will include a cash payment that is a multiple of base salary, rather than a multiple of base salary plus a multiple of target bonus. These amendments do not increase the Company’s severance
obligations. In addition, Mr. Hart’s target bonus was increased to 70% of his base salary. The amendments are attached to this report as Exhibits 99.1, 99.2, 99.3 and 99.4.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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99.1
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Amendment to Executive Employment Agreement with Gregory E. Hyland dated as of December 1, 2009
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99.2
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Amendment to Executive Employment Agreement with Robert G. Leggett dated as of December 1, 2009
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99.3
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Amendment to Executive Employment Agreement with Evan L. Hart dated as of December 1, 2009
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99.4
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Amendment to Executive Employment Agreement with Raymond P. Torok dated as of December 1, 2009
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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.
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Dated: December 4, 2009
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ R
OBERT
B
ARKER
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Robert Barker
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Executive Vice President and General Counsel
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Exhibit 99.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between
Mueller Water Products, Inc.
, a Delaware
corporation (“Company”), and
Gregory E. Hyland
(“Employee”).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of
September 9, 2005
(the
“Agreement”);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the
Employee’s salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as
a percentage of the Employee’s salary only without impacting the economics of the Agreement;
WHEREAS, the Company
desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in
consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this
Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall
be deleted in their entirety and replaced with the following:
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a.
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Executive’s base salary (“Salary”) will be $790,000.00 per year. Executive’s Salary and job performance will be reviewed at least once per year
consistent with the practices of the Company.
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b.
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Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources
Committee of the Board of Directors. Executive’s initial target annual bonus (“Bonus”) will be one hundred percent (100%) of the Executive’s base salary in effect for such year. Actual annual Bonus may range from 0% to 200%
of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this
Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year.
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3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement
shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the
Company.
If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
“Severance Benefits” consist of:
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i.
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Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination
of employment and paid on the same basis as paid upon any voluntary termination of employment.
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ii.
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A total amount equal to 300% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially equal
monthly installments over 24 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executive’s
separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be
contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
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4. All references to the terms “salary” and “base salary” in Sections 4 through 6 shall be replaced with the term “Salary”.
5. The term “bonus” in Section 6 shall be replaced with the term “Bonus”.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to
bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as
provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ Donald N. Boyce
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Donald N. Boyce
Chairman
Compensation Committee
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/s/ Gregory E. Hyland
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Gregory E. Hyland
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Exhibit 99.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between
Mueller Water Products, Inc.
, a Delaware
corporation (“Company”), and
Robert G. Leggett
(“Employee”).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of
September 15, 2008
(the
“Agreement”);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the
Employee’s salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as
a percentage of the Employee’s salary only without impacting the economics of the Agreement;
WHEREAS, the Company
desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in
consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this
Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall
be deleted in their entirety and replaced with the following:
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a.
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Executive’s base salary (“Salary”) will be $500,000.00 per year. Executive’s Salary and job performance will be reviewed at least once per year
consistent with the practices of the Company.
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b.
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Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources
Committee of the Board of Directors. Executive’s initial target annual bonus (“Bonus”) will be seventy-five percent (75%) of the Executive’s base salary in effect for such year. Actual annual Bonus may range from 0% to 200%
of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this
Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year.
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3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement
shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the
Company.
If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
“Severance Benefits” consist of:
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i.
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Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination
of employment and paid on the same basis as paid upon any voluntary termination of employment.
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ii.
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A total amount equal to 262.50% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially
equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following
Executive’s separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment
shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
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4. All references to the terms “salary” and “base salary” in Sections 4 through 6 shall be replaced with the term
“Salary”.
5. The term “bonus” in Section 6 shall be replaced with the term “Bonus”.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms
and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be
resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ Gregory E. Hyland
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Gregory E. Hyland
Chairman,
President and
Chief Executive Officer
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/s/ Robert G. Leggett
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Robert G. Leggett
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Exhibit 99.3
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between
Mueller Water Products, Inc.
, a Delaware
corporation (“Company”), and
Evan L. Hart
(“Employee”).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of
September 6, 2006
(the
“Agreement”);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the
Employee’s salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as
a percentage of the Employee’s salary only without impacting the economics of the Agreement;
WHEREAS, the Company
desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in
consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this
Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall
be deleted in their entirety and replaced with the following:
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a.
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Executive’s base salary (“Salary”) will be $285,000.00 per year. Executive’s Salary and job performance will be reviewed at least once per year
consistent with the practices of the Company.
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b.
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Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources
Committee of the Board of Directors. Executive’s initial target annual bonus (“Bonus”) will be seventy percent (70%) of the Executive’s base salary in effect for such year. Actual annual Bonus may range from 0% to 200% of
target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this
Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year.
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3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement
shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the
Company.
If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
“Severance Benefits” consist of:
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i.
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Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination
of employment and paid on the same basis as paid upon any voluntary termination of employment.
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ii.
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A total amount equal to 255% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially equal
monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executive’s
separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be
contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
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4. All references to the terms “salary” and “base salary” in Sections 4 through 6 shall be replaced with the term “Salary”.
5. The term “bonus” in Section 6 shall be replaced with the term “Bonus”.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms and continue to
bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be resolved as
provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ Gregory E. Hyland
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Gregory E. Hyland
Chairman,
President and
Chief Executive Officer
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/s/ Evan L. Hart
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Evan L. Hart
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Exhibit 99.4
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT is made and entered into as of the 1st day of December, 2009, by and between
Mueller Water Products, Inc.
, a Delaware
corporation (“Company”), and
Raymond P. Torok
(“Employee”).
W I T N E S S E T H:
WHEREAS, Company and Employee entered into an Executive Employment Agreement effective as of
July 12, 2004
(the
“Agreement”);
WHEREAS, the Agreement provides for a severance payment in certain circumstances that is based on the
Employee’s salary and annual target bonus;
WHEREAS, for clarity, the Company desires to recast the severance payment as
a percentage of the Employee’s salary only without impacting the economics of the Agreement;
WHEREAS, the Company
desires to define certain terms that are used throughout the Agreement;
NOW, THEREFORE, Employee and Company, in
consideration of the agreements, covenants and conditions herein, hereby agree as follows:
1. Capitalized terms used in this
Amendment shall have the meanings assigned to such terms in the Agreement.
2. Sections 3(a) and 3(b) of the Agreement shall
be deleted in their entirety and replaced with the following:
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a.
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Executive’s base salary (“Salary”) will be $340,698.00 per year. Executive’s Salary and job performance will be reviewed at least once per year
consistent with the practices of the Company.
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b.
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Executive is entitled to participate in a Company executive incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources
Committee of the Board of Directors. Executive’s initial target annual bonus (“Bonus”) will be seventy-five percent (75%) of the Executive’s base salary in effect for such year. Actual annual Bonus may range from 0% to 200%
of target and will be determined based upon corporate and/or individual performance factors established by the Company. Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this
Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year.
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3. The introductory paragraph to Section 5 and Sections 5(i) and 5(ii) of the Agreement
shall be deleted in their entirety and replaced with the following:
5. Involuntary Termination of Employment by the
Company.
If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 [Death, Disability, Cause or other than for Good Reason], the Executive will be entitled to the benefits set forth below.
“Severance Benefits” consist of:
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i.
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Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination
of employment and paid on the same basis as paid upon any voluntary termination of employment.
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ii.
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A total amount equal to 262.50% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially
equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following
Executive’s separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment
shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
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4. All references to the terms “salary” and “base salary” in Sections 4 through 6 shall be replaced with the term
“Salary”.
5. The term “bonus” in Section 6 shall be replaced with the term “Bonus”.
6. The Agreement, as expressly amended by this Amendment, shall remain in full force and effect in accordance with its terms
and continue to bind the parties. This Amendment supersedes and amends any other agreements between the Company and/or any subsidiary or division and Employee, and any policy applicable to the Employee. Any disputes under this Amendment shall be
resolved as provided in the Agreement.
7. This Amendment shall be effective as of the date first set forth above.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.
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MUELLER WATER PRODUCTS, INC.
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By:
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/s/ Gregory E. Hyland
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Gregory E. Hyland
Chairman,
President and
Chief Executive Officer
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/s/ Raymond P. Torok
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Raymond P. Torok
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