Express Scripts 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 21, 2006
EXPRESS SCRIPTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Registrant’s telephone number including area code: 314-770-1666
No change since last report
(Former Name or 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):
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 28, 2006, the Compensation and Development Committee (the “Compensation Committee”) of the Board of Directors of Express Scripts, Inc. (the “Company”) met and approved several compensation related items for the Company’s Named Executive Officers. The Named Executive Officers were determined based on those identified in the Summary Compensation Table contained in the Company’s proxy statement dated April 22, 2005 (the “2005 Proxy Statement”) and expected to be named in the Company’s proxy statement to be filed in April, 2006. A summary of the base salaries for the Named Executive Officers is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
The Compensation Committee also approved target and potential annual bonus awards and equity awards for the Named Executive Officers. A summary of the bonus and equity awards is also included in Exhibit 10.1 hereto and incorporated by reference herein.
Additionally, on February 21, 2006, the Compensation Committee determined that the performance targets for the following awards have been satisfied. The awards were made pursuant to the Company’s amended and restated 2000 Long-Term Incentive Plan, as amended (the “2000 LTIP”). The performance measures were financial targets based on the Company’s consolidated earnings per share, EBITDA (earnings before interest, taxes, depreciation and amortization) and/or free cash flow, as described below:
ITEM 9.01 EXHIBITS
See exhibit index.
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.
EXPRESS SCRIPTS, INC.
Date: March 6, 2006 By: /s/ Thomas M. Boudreau
Name: Thomas M. Boudreau
Title: Senior Vice President and General Counsel
* Denotes management contract or compensatory plan arrangements.