YRC Worldwide 8-K 2009
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) June 2, 2009
YRC Worldwide Inc.
(Exact name of registrant as specified in its charter)
10990 Roe Avenue, Overland Park, Kansas 66211
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (913) 696-6100
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:
On June 2, 2009, YRC Worldwide Inc. (the Company) announced that Michael J. Smid has assumed the responsibility as Chief Operations Officer of the Company, in addition to his positions as President, YRC Inc. and YRC North American Transportation. As Chief Operations Officer, Mr. Smid is responsible for the operations of the Companys regional and national networks.
Other than the benefits under the Retention Agreement (defined below), Mr. Smids salary and benefits are unchanged and he will continue to receive and be eligible for the same salary and benefits to which he is currently eligible at the same level as described in the Companys proxy statement for its 2009 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (SEC) on April 1, 2009, including benefits under the Companys Long-Term Incentive Plan and Annual Incentive Bonus Program.
The Company and Mr. Smid entered into a Retention Payment, Non-Competition, Non-Solicitation, Non-Disparagement, and Confidentiality Agreement, dated June 2, 2009 (the Retention Agreement), pursuant to which Mr. Smid agreed to a six-month non-competition and non-solicitation period following any termination of his employment and agreed to certain confidentiality and non-disparagement provisions. In exchange for the non-compete and non-solicitation and to incent Mr. Smid to remain employed with the Company, the Company reduced the penalty for Mr. Smids early retirement under the Companys Supplemental Executive Pension Plan (the SEPP) if Mr. Smid remains employed with the Company through certain specified dates. If Mr. Smid remains employed with the Company through April 7, 2013, the Retention Agreement does not modify the SEPP benefits to which he is currently entitled to receive. The Retention Agreement is not a contract of employment and provides that either the Company or Mr. Smid may terminate his employment relationship at any time for any reason.
Generally, under the Retention Agreement,
Mr. Smid will not receive the benefits under the Retention Agreement if he is terminated by the Company for cause (as defined in the Retention Agreement) or if he breaches his Retention Agreement.
The Companys proxy statement for its 2009 Annual Meeting of Stockholders, filed with the SEC on April 1, 2009, contains a summary of the SEPP, and the SEPP, as amended, is filed as Exhibit 10.1 to Current Report on Form 8-K filed on July 25, 2006 and Exhibit 10.3 to Current Report on Form 8-K filed on July 8, 2008.
A copy of the Retention Agreement between the Company and Mr. Smid is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In addition to Mr. Smids additional responsibilities, the Company announced other senior leadership appointments across a new functional organizational structure. A copy of the news release announcing these appointments is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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 thereunto duly authorized.