8-K: Current report filing
Published on November 23, 2009
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
November 18,
2009
(Date of
earliest event reported)
BALL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Indiana
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001-07349
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35-0160610
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(State
of
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(Commission
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(IRS
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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10 Longs Peak Drive,
P.O. Box 5000, Broomfield, CO 80021-2510
(Address
of principal executive offices, including ZIP Code)
(303)
469-3131
(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 (see General Instruction A.2. below):
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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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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□
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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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Ball
Corporation
Current
Report on Form 8-K
Dated
November 23, 2009
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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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(c) Appointment
of Officers
On November 18, 2009, the Company
announced the appointment of John A. Hayes as President and Chief Operating
Officer of Ball Corporation; Raymond J. Seabrook as Executive Vice President and
Chief Operating Officer, Global Packaging and Scott C. Morrison as Senior Vice
President, Chief Financial Officer and Treasurer, effective January 1,
2010.
Additionally,
on November 23, 2009, the Company announced the appointment of Shawn M. Barker
as Vice President and Controller and Douglas K. Bradford as Vice President,
Financial Reporting and Tax, effective January 1, 2010.
Mr.
Hayes, 43, has been employed by Ball since 1999, when he joined the Company as
Senior Director, Corporate Planning and Development. He was Vice
President, Corporate Strategy, Development and Marketing in 2005 when he was
named Executive Vice President of Ball Packaging
Europe. He became President of the European operations in
2006. In 2008, Mr. Hayes became Executive Vice President and Chief
Operating Officer of the Company.
Mr.
Hayes’ annual base salary will be $725,000. His annual incentive
compensation and long term cash incentive plan compensation will be 85% and 30%
of his base salary, respectively, based on Company performance. The
Company previously entered into a severance benefit agreement and a
change-in-control agreement with Mr. Hayes, which contain provisions that
require the Company to provide post-termination payments or benefits in the
event of termination of employment without cause or termination following a
change-in-control of the Company. The portion of Mr. Hayes’ severance
benefit under his severance agreement that is based upon his annual base salary
and annual incentive compensation will increase from 1.5 to 2 times the sum of
his annual base salary plus his target annual incentive
compensation.
Mr.
Seabrook, 58, has been with the Company since 1988 when he joined the Company as
part of the formation of Ball Packaging Products, Canada. He became
Corporate Vice President and Treasurer in 1992 and has served as Chief Financial
Officer since April, 2000. Mr. Seabrook has been Executive Vice
President and Chief Financial Officer since 2006.
Mr.
Seabrook’s annual base salary will be $600,000. His annual incentive
compensation and long term cash incentive plan compensation will be 75% and 25%
of his base salary, respectively, based on Company performance. The
terms of Mr. Seabrook’s existing severance benefit agreement and
change-in-control agreement with the Company are not being amended.
Mr.
Morrison, 47, joined Ball in 2000 after 16 years in the banking industry as
Treasurer and has been Vice President and Treasurer since 2002.
Mr.
Morrison’s annual base salary will be $400,000. His annual incentive
compensation and long term cash incentive plan compensation will be 60% and 25%
of his base salary, respectively, based on Company performance. The
Company previously entered into a severance benefit agreement and a
change-in-control agreement with Mr. Morrison, the terms of which are similar to
those of the agreements with Mr. Hayes and other officers of the
Company. The portion of Mr. Morrison’s severance benefit under his
severance agreement that is based upon his annual base salary and annual
incentive compensation will increase from 1.25 to 1.5 times the sum of his
annual base salary plus his target annual incentive
compensation.
Mr.
Barker, 42, first joined the Company in 1996 as Manager, Financial
Reporting. He left the Company in 1998 when the Company headquarters
was relocated from Indiana to Colorado and then rejoined the Company in 2003 as
Manager, Planning and Analysis. Mr. Barker has served as Vice
President, Operations Accounting since 2006.
Mr.
Barker’s base salary will be $250,000. His annual incentive
compensation and long term cash incentive plan compensation will be 50% and 20%
of his base salary, respectively, based on Company performance. The
Company will enter into a severance benefit agreement and change-in-control
agreement with Mr. Barker, the terms of which will be substantially similar to
the agreements with Mr. Hayes and other officers of the Company. Mr.
Barker’s severance benefit under the severance benefit agreement will be 1.25
times the sum of his annual base salary plus his target annual incentive
compensation; plus a payout equal to his pension plan benefit and any
supplemental executive retirement plan benefit to which he would have been
entitled had he remained with the Company for an additional eighteen (18)
months, adjusted pursuant to a formula provided in the severance benefit
agreement and the plans.
Mr.
Bradford, 52, came to the Company from Price Waterhouse, where he was a senior
tax manager, in 1989 as Director, Tax Administration and later was appointed
Senior Director Tax Administration. He later served as Assistant
Controller, Controller and Vice President and Controller. Mr.
Bradford’s compensation package and agreements with the Company will remain the
same.
The
Company’s press release announcing the appointment of Mr. Hayes, Mr. Seabrook
and Mr. Morrison is included with this Form 8-K as Exhibit 99.1.
(d) Exhibits.
The
following is furnished as an exhibit to this report:
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Exhibit
99.1
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Ball
Corporation Press Release dated November 18,
2009.
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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.
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BALL
CORPORATION
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(Registrant)
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By:
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/s/
Raymond J. Seabrook
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Name:
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Raymond J.
Seabrook
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Title:
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Executive
Vice President and
Chief
Financial Officer
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Date: November 23,
2009
Ball
Corporation
Form
8-K
November 23,
2009
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EXHIBIT
INDEX
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Description
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Exhibit
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Ball
Corporation Press Release dated November 18, 2009
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99.1
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