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): January 31, 2011
LKQ CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-50404 | 36-4215970 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
120 North LaSalle Street, Suite 3300 Chicago, IL |
60602 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 621-1950
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 (see General Instruction A.2. below):
| ¨ | 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(e) On January 31, 2011, the Compensation Committee of our Board of Directors approved the execution of an amendment to the Consulting Agreement dated as of May 21, 2009 between us and Joseph M. Holsten, our Co-Chief Executive Officer, that provides that Mr. Holsten will receive the deferred portion of his award under our Long Term Incentive Plan relating to any performance period if he is either employed by or a consultant to us on the vesting dates of such award. A copy of the Amendment Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
|
Exhibit Number |
Description of Exhibit |
|
| 10.1 | Amendment Agreement dated as of January 31, 2011 between LKQ Corporation and Joseph M. Holsten. |
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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.
Dated: February 2, 2011
| LKQ CORPORATION | ||
| By: |
/s/ VICTOR M. CASINI |
|
| Victor M. Casini | ||
| Senior Vice President and General Counsel | ||
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Exhibit 10.1
AMENDMENT AGREEMENT
This Amendment Agreement (this “Agreement”) is made and entered into this 31 st day of January 2011, by and between LKQ Corporation, a Delaware corporation (the “Company”), and Joseph M. Holsten (the “Consultant”).
The Company and the Consultant are parties to that certain Amended and Restated Consulting Agreement dated as of May 21, 2009 (the “Consulting Agreement”). The parties desire to amend the Consulting Agreement on the terms and subject to the conditions set forth herein.
In consideration of the undertakings and agreements of the respective parties set forth herein, the parties agree as follows:
| 1. | Section 3 of the Consulting Agreement is hereby amended in its entirety to read as follows: |
Compensation and Benefits During the Term . During the Term, the Company agrees (a) to pay Consultant at the rate of $290,000 annually in periodic installments, and (b) to provide for the continuation, at the Company’s expense (subject to contributions by Consultant at the same rate as employees of the Company), of substantially the same health benefits in effect for Consultant immediately prior to the commencement of the Term. In addition, notwithstanding any provision to the contrary in the Company’s Long Term Incentive Plan (the “LTIP”), Consultant shall be entitled to receive the payments relating to any Deferred Award (as defined in the LTIP) with respect to any Performance Period (as defined in the LTIP) in accordance with terms of the LTIP, if (a) Consultant is either an employee of the Company or a consultant to the Company under the Consulting Agreement at the time such Deferred Award vests, or (b) Consultant is otherwise entitled to such payments pursuant to the terms of the LTIP.
| 2. | General. All other terms and conditions of the Consulting Agreement shall remain unchanged and in full force and effect. |
IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year specified at the beginning hereof.
| LKQ CORPORATION | ||
| By: |
/s/ Victor M. Casini |
|
|
Name: Victor M. Casini Title: Senior Vice President |
||
| CONSULTANT | ||
|
/s/ Joseph M. Holsten |
||
| Joseph M. Holsten | ||