MKC » Topics » Item 1.01 Entry into a Material Definitive Agreement.

This excerpt taken from the MKC 8-K filed Sep 2, 2008.

Item 1.01 Entry into a Material Definitive Agreement.

On August 26, 2008, McCormick & Company, Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Banc of America Securities LLC, BNP Paribas Securities Corp., SunTrust Robinson Humphrey, Inc. and Wachovia Capital Markets, LLC as underwriters (the “Underwriters”), in connection with the issuance and sale of $250 million aggregate principal amount of 5.25% Notes due 2013 (the “Notes”). The Notes mature on September 1, 2013, with interest payable semiannually on March 1 and September 1 of each year, beginning on March 1, 2009. The Company may redeem the Notes at any time. The closing of the offering is scheduled to occur on September 3, 2008. A copy of the Underwriting Agreement is filed as an exhibit to this report.

This excerpt taken from the MKC 8-K filed Nov 29, 2005.

Item 1.01               Entry into a Material Definitive Agreement

 

The Compensation Committee of the Registrant’s Board of Directors periodically reviews the compensation paid to non-executive directors for service on the Board.  The Committee is assisted in its review by a compensation consultant, Hewitt Associates, Inc. and the objective is to provide a compensation program for Registrant’s non-executive directors which is competitive with programs offered by companies similarly situated to the Registrant.  Following its most recent review, the Committee determined, subject to Board approval, that an increase in the compensation paid to non-executive directors was necessary in order for the Registrant’s compensation program to remain competitive.

 

On November 22, 2005, the Registrant’s Board of Directors approved an increase in the compensation paid to non-executive directors based on the recommendation of the Compensation Committee.  Beginning in 2006, each non-executive director will be awarded 1,000 restricted stock units under Registrant’s 2004 Long-Term Incentive Plan on an annual basis.  The restricted stock units will vest if the director serves on the Registrant’s Board of Directors for at least one year following the date the restricted stock units are granted.  After the restricted stock units vest, an equal number of shares of Common Stock will be issued to each non-executive director.  A copy of the Registrant’s Long-Term Incentive Plan has been previously filed with the Commission.

 

As previously reported in filings with the Commission, other elements of the compensation program for Registrant’s non-executive directors include an annual retainer consisting of $25,000 paid in cash and $20,000 paid in shares of Common Stock of the Registrant and a fee of $1,500 for each Board meeting attended.  Members of Board Committees, who are not chairs of a Committee, also receive $1,200 for each Committee meeting they attend and an additional annual retainer of $2,500.  Directors who serve as Committee Chairs receive $1,500 for each Committee meeting attended and an additional annual retainer of $10,000.  Under the Directors’ Non-Qualified Stock Option Plan, non-executive directors are granted options each year for 2,500 shares of Common Stock and 2,500 shares of Common Stock Non-Voting.

 

The information reported in response to this Item 1.01 is being disclosed for informational purposes only, and the filing of this Form 8-K does not necessarily mean that the Registrant has concluded that the reported information involves a material agreement with the Registrant’s non-executive directors or a material amendment of any such agreement.

 

EXCERPTS ON THIS PAGE:

8-K
Sep 2, 2008
8-K
Nov 29, 2005
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