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) May 10, 2006
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
| Missouri | 1-7845 | 44-0324630 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| No. 1 Leggett Road, Carthage, MO | 64836 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 417-358-8131
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 1.01 Entry into a Material Definitive Agreement
On May 10, 2006 the Board of Directors approved an increase in non-employee director compensation. The Board also decided to simplify the compensation package by (i) replacing current Board and committee meeting fees with additional retainer compensation, and (ii) providing the equity component in full-value shares only, rather than a combination of full-value shares and stock options. The compensation package for non-employee directors prior to and after May 10, 2006 is set forth below. An updated summary of the compensation package for the Company’s directors is attached as Exhibit 10.1 and is incorporated herein by reference.
| Compensation Prior to May 10, 2006 | ||
| Board Retainer |
||
| Non-employee Directors |
$24,000 | |
| Non-employee Advisory Directors |
$ 3,000 | |
| Board Meeting Fees (per meeting) |
||
| Non-employee Directors |
$ 4,500 | |
| Non-employee Advisory Directors |
$ 4,500 | |
| Committee Meeting Fees (per meeting) |
$ 1,200 | |
| Committee Chair Retainer |
||
| Audit |
$ 6,000 | |
| Compensation |
$ 3,500 | |
| N&CG |
$ 3,500 | |
| Presiding Director Retainer |
$ 6,000 | |
| Stock Options (face value) |
$40,000 | |
| Restricted Stock Value |
$25,000 | |
| Compensation as of May 10, 2006 | ||
| Board Retainer |
||
| Non-employee Directors |
$50,000 | |
| Non-employee Advisory Directors |
$21,000 | |
| Committee Retainer (Member / Chair) |
||
| Audit |
$8,000 /12,000 | |
| Compensation |
$6,000 /10,000 | |
| N&CG |
$4,000 / 5,000 | |
| Presiding Director Retainer |
$12,000 | |
| Restricted Stock Value |
$50,000 | |
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibit No. | Description | ||
| 10.1 | Summary Sheet of Director Compensation |
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.
| LEGGETT & PLATT, INCORPORATED | ||||
| Date: May 16, 2006 | By | /s/ Ernest C. Jett | ||
| Ernest C. Jett | ||||
| Senior Vice President, General Counsel and Secretary | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 10.1 | Summary Sheet of Director Compensation |
Exhibit 10.1
SUMMARY SHEET OF DIRECTOR COMPENSATION
The following summary sets forth current rates of cash and other compensation for non-employee directors and advisory directors. Director compensation rates were last adjusted on May 10, 2006. Employee directors receive an annual retainer of $3,000.
| Cash Compensation |
|||
| Board Retainer |
|||
| Non-employee Directors |
$ | 50,000 | |
| Non-employee Advisory Directors |
$ | 21,000 | |
| Committee Retainer (Member / Chair) |
|||
| Audit |
$ | 8,000 /$12,000 | |
| Compensation |
$ | 6,000 /$10,000 | |
| N&CG |
$ | 4,000 / $5,000 | |
| Presiding Director Retainer |
$ | 12,000 |
Board and committee retainers are subject to reduction for missed meetings, unless the absence was for medical reasons. Directors may defer their cash compensation by participating in the Company’s Deferred Compensation Program (filed December 2, 2005 as Exhibit 10.1 to the Company’s Form 8-K).
In addition to cash compensation, non-employee directors receive an annual grant of restricted stock with a $50,000 market value. The stock is granted under the Company’s Flexible Stock Plan, amended and restated May 4, 2005 (filed as Appendix B to the Company’s March 23, 2005 Proxy Statement). Restricted stock vests after one year and carries voting and dividend rights from the grant date.
The Company also provides term life insurance for two of its non-employee directors, R. Ted Enloe III and Richard T. Fisher. The cost of this coverage in 2005 was $1,391 each. The Company no longer offers life insurance to directors, but has maintained the coverage on these two directors.