-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FenpnDWArt+r193+RJAjFIVVy3qH00mPPUL1j5jz7+v4HQaI3gKIepvrQwP+/MaL nbGDCh8TmHk55qJDsrHaPQ== 0000950124-05-006593.txt : 20051122 0000950124-05-006593.hdr.sgml : 20051122 20051122170551 ACCESSION NUMBER: 0000950124-05-006593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEELCASE INC CENTRAL INDEX KEY: 0001050825 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE FURNITURE (NO WOOD) [2522] IRS NUMBER: 380819050 STATE OF INCORPORATION: MI FISCAL YEAR END: 0224 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13873 FILM NUMBER: 051221973 BUSINESS ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 BUSINESS PHONE: 6162472710 MAIL ADDRESS: STREET 1: 901 44TH ST CITY: GRAND RAPIDS STATE: MI ZIP: 49508 8-K 1 k00290e8vk.htm CURRENT REPORT, DATED NOVEMBER 22, 2005 e8vk
Table of Contents

 
 
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
November 22, 2005
Commission File Number 1-13873
 
STEELCASE INC.
     
Michigan   38-0819050
(State of incorporation)   (IRS employer identification number)
     
901 44th Street SE    
Grand Rapids, Michigan   49508
(Address of principal executive offices)   (Zip code)
(616) 247-2710
 
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.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

TABLE OF CONTENTS

ITEM 1.01. Entry into a Material Definitive Agreement
ITEM 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
2007-1 Amendment to the Deferred Compensation Plan

Table of Contents

ITEM 1.01. Entry into a Material Definitive Agreement
On November 22, 2005, Steelcase Inc. executed the 2007-1 Amendment (the “Amendment”) to the Steelcase Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”).
The Deferred Compensation Plan was amended to allow participants, effective January 1, 2006, to reduce the time period during which their election to defer base salary and/or bonuses must remain in effect from the five plan years beginning after the election to the single plan year beginning after the election. Participants may choose to change their elections during the election period preceding each plan year, but will not be required to do so if they want their election to remain in effect for future plan years.
In addition, the Amendment allows participants to make a special, one-time election as permitted by Internal Revenue Code Section 409A. Participants are allowed to make a special, one-time election by December 15, 2005 to receive a distribution of all or a portion of the amount credited to their accounts in the Deferred Compensation Plan on November 30, 2005. Payments to participants who make this special election will be made by December 31, 2005.
The Amendment is attached as Exhibit 10.01 and is incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits
     
Exhibit
Number
  Description
 
   
 
    
10.01
  2007-1 Amendment to the Steelcase Inc. Deferred Compensation Plan

Table of Contents

SIGNATURE
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.
     
 
 
Steelcase Inc.
 
    
Date: November 22, 2005
  /S/ James P. Keane
 
   
 
    
 
  James P. Keane
 
  Senior Vice President,
 
  Chief Financial Officer
 
  (Duly Authorized Officer and
 
  Principal Financial Officer)

Table of Contents

EXHIBIT INDEX
     
Exhibit
Number
  Description
 
   
 
    
10.01
  2007-1 Amendment to the Steelcase Inc. Deferred Compensation Plan

EX-10.01 2 k00290exv10w01.txt 2007-1 AMENDMENT TO THE DEFERRED COMPENSATION PLAN EXHIBIT 10.01 2007-1 AMENDMENT TO THE STEELCASE INC. DEFERRED COMPENSATION PLAN (EFFECTIVE AS OF SEPTEMBER 1, 1999) ------------------------ This 2007-1 Amendment to the STEELCASE INC. DEFERRED COMPENSATION PLAN ("Plan") is adopted by Steelcase Inc. (the "Company"). The amendment is effective as of January 1, 2006, except as otherwise indicated. Pursuant to Section 6.10 of the Plan, the Company amends the Plan as follows: A. Article II is amended as follows: ARTICLE II ELIGIBILITY Prior to the Election Period before each Deferral Year, the Administrative Committee shall identify the Participants who shall be eligible to make an election to defer their Base Salary and/or Bonus for the following Deferral Year. B. Section 3.1 of Article III is amended as follows: 3.1 DEFERRAL ELECTIONS During the Election Period for the first Deferral Year in which a Participant is eligible to participate in the Plan, the Participant may elect a specified dollar amount of his or her Base Salary and/or a specified percentage (in whole percentages only) of his or her Bonus to be earned in the following Deferral Year which shall not be paid in cash, but shall instead be deferred and distributed to the Participant (or in the event of the Participant's death, to his or her Beneficiary) in accordance with the provisions of Article V (Payments). The minimum annual deferral amount is $2,500. The maximum annual deferral amount is 25% of the Participant's Base Salary and 50% of the Participant's Bonus. The Administrative Committee may further limit or increase, at any time prior to the expiration of an Election Period, the maximum amount of Base Salary or Bonus that can be deferred by any Participant annually in the following Deferral Years. Any election to defer shall not be effective unless the Participant also completes any forms as may be required by the Administrative Committee, including, but not limited to, the selection of investment media in which his or her Deferral Account shall be deemed invested pursuant to Section 4.3 (Investment Media) and any life insurance forms. Any election made prior to the beginning of the Election Period for the Deferral Year beginning March 1, 2006 shall not apply to any Deferral Year beginning on or after March 1, 2006. Consequently, even though elections made prior to the Election Period for the Deferral Year beginning March 1, 2006 were required to remain in effect for five years, a Participant must make a new election during the Election Period for the Deferral Year beginning March 1, 2006, in order to defer any portion of his or her Base Salary or Bonus for such Deferral Year. Any deferral election made by a Participant for a Deferral Year beginning on or after March 1, 2006 shall continue in effect for all subsequent Deferral Years unless the Participant completes a new election form and delivers it to the Administrative Committee during a subsequent Election Period. C. Section 3.2 of Article III is amended as follows: 3.2 CHANGES IN ELECTIONS Elections may not be changed on or after the last day of the Election Period for the Deferral Year for which they are in effect. D. Effective November 1, 2005, Section 5.2 is amended to read: 5.2 FORM FOR PAYMENT. The Participant shall elect in writing, as part of his or her initial deferral election under Section 3.1 (Deferral Elections), the period over which the balance of his or her Deferral Account shall be paid by the Company to the Participant (or in the event of his or her death, to his or her Beneficiary) from among the following: (A) one lump sum, (B) annual payments over a period of five years, or (C) annual payments over a period of ten years; provided, however, that the Administrative Committee shall distribute the entire nonforfeitable balance of the Deferral Account, as described in Section 6.3 (Nonforfeitability), in a single lump sum payment to the Participant or his or her Beneficiary if the balance of the Deferral Account is less than $10,000. The Participant is permitted to change his or her election one time (in addition to any special election the Participant makes under Section 5.5 hereof), but a change of election shall not be effective unless the Participant remains employed with the Company or its affiliates for at least 12 months after the change of election is filed with the Administrative Committee. In the event a Participant changes his or her payment election (other than under Section 5.5 hereof), the Participant's Deferral Account will be paid or begin to be paid as soon as administratively feasible following the end of the fifth Plan Year following the Plan Year which includes the Participant's separation from service with the Company. E. Effective November 1, 2005, a new Section 5.5 is added as follows: 5.5 SPECIAL DISTRIBUTION ELECTION A Participant may make a special one-time election, no later than December 15, 2005, to receive a distribution of all or any portion of his or her Deferral Account as of November 30, 2005. A Participant who elects to receive a distribution of all or a portion of his or her Deferral Account under this Section 5.5 shall receive his or her distribution by December 31, 2005. Notwithstanding the preceding provisions of this Section 5.5, the current deferral election of a Participant who elects to receive a distribution of all or a portion of his or her Deferral Account as of November 30, 2005 shall continue in effect for the remainder of the Plan Year beginning March 1, 2005. In addition, a Participant who elects to receive a distribution of all or a portion of his or her Deferral Account may still elect to defer a portion of his or her Base Salary or Bonus to be earned during any Plan Year beginning on or after March 1, 2006 by making an election in accordance with Section 3.1 during the Election Period applicable to such Plan Year. F. In all other respects, the Plan is unchanged. IN WITNESS OF WHICH, the Company executes this 2007-1 Amendment to the Plan. STEELCASE INC. Dated: November 22, 2005 By /S/ Nancy W. Hickey ------------------------------------- Its Senior Vice President and Chief Administrative Officer -----END PRIVACY-ENHANCED MESSAGE-----