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 20, 2008
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-8002
(Commission File Number)
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04-2209186
(I.R.S. Employer Identification
Number) |
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81 Wyman Street
Waltham, Massachusetts
(Address of principal executive offices)
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02451
(Zip Code) |
(781) 622-1000
(Registrant’s telephone number including area code)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
New Equity Compensation Plan
At Thermo Fisher Scientific Inc.’s (the “Company”) annual meeting of stockholders on May 20,
2008, the stockholders approved the 2008 Stock Incentive Plan (the “2008 Stock Plan”). The
Company’s Board of Directors had previously adopted the 2008 Stock Plan, subject to stockholder
approval. The 2008 Stock Plan, which is administered by the Compensation Committee of the
Company’s Board of Directors (the “Compensation Committee”), permits us to grant to our employees
awards based on shares of our common stock, including stock options, stock appreciation rights
(“SARs”), restricted stock, restricted stock units and other stock-based awards. Subject to
adjustment in the event of changes in capitalization, the maximum number of shares of our common
stock that may be issued under the 2008 Stock Plan is 25,000,000, and the maximum number of shares
of common stock with respect to which (a) awards other than options and SARs may be granted is
7,000,000, (b) awards may be granted to non-employee directors is 1,200,000 and (c) awards may be
granted to any one participant is 2,000,000 per year. The 2008 Stock Plan has a term of ten years.
For a more detailed description of the 2008 Stock Plan, see Proposal Two of the Company’s
Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on
April 10, 2008. A copy of the 2008 Stock Plan is attached as Appendix A to the Proxy Statement
and is filed as Exhibit 10.1 to this Current Report on Form 8-K.
New Incentive Compensation Plan
Also on May 20, 2008, at the Company’s annual meeting of stockholders, the stockholders
approved the 2008 Annual Incentive Award Plan (the “2008 Incentive Plan”). The Company’s Board of
Directors had previously adopted the 2008 Incentive Plan, subject to stockholder approval. The
2008 Incentive Plan, which is administered by the Compensation Committee, provides for the payment
of annual cash incentive compensation for the persons designated as executive officers of the
Company, based on the achievement of pre-established performance goals. The 2008 Incentive Plan
requires that, no later than ninety days after the beginning of each calendar year, the
Compensation Committee (i) select executive officers eligible to participate in the 2008 Incentive
Plan for that year; (ii) determine the performance goals that must be achieved in order for awards
to be paid under the 2008 Incentive Plan; and (iii) determine the total amount which may be
available for payout to eligible employees based upon the relative level of attainment of the
selected performance goals. The 2008 Incentive Plan specifies the objective business criteria that
the performance goals are required to be based upon. Prior to the payment of awards, the
Compensation Committee must certify that the applicable performance goals have been attained. The
maximum payment to any eligible employee under the 2008 Incentive Plan for any year will be
$5,000,000.
For a more detailed description of the 2008 Incentive Plan, see Proposal Three of the
Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and
Exchange Commission on April 10, 2008. A copy of the 2008 Incentive Plan is attached as
Appendix B to the Proxy Statement and is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No.
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Description |
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10.1
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Thermo Fisher Scientific Inc. 2008 Stock Incentive Plan |
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10.2
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Thermo Fisher Scientific Inc. 2008 Annual Incentive Award Plan |