0000897101-12-000834.txt : 20120523 0000897101-12-000834.hdr.sgml : 20120523 20120523090921 ACCESSION NUMBER: 0000897101-12-000834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120522 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120523 DATE AS OF CHANGE: 20120523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT NORTHERN IRON ORE PROPERTIES CENTRAL INDEX KEY: 0000043410 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 410788355 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00701 FILM NUMBER: 12863154 BUSINESS ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA ST CITY: SAINT PAUL STATE: MN ZIP: 55101-1361 BUSINESS PHONE: 6122242385 MAIL ADDRESS: STREET 1: W 1290 FIRST NATIONAL BANK BLDG STREET 2: 332 MINNESOTA STREET CITY: ST PAUL STATE: MN ZIP: 55101-1361 8-K 1 gniop121982_8k.htm FORM 8-K DATED MAY 22, 2012

 

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 22, 2012

 

GREAT NORTHERN IRON ORE PROPERTIES

(Exact name of registrant as specified in its charter)

 

Minnesota 1-701 41-0788355
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
     
W-1290 First National Bank Building, 332 Minnesota Street, St. Paul, MN 55101
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (651) 224-2385

 

Not Applicable

(Former name or former 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:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 22, 2012, a hearing was held before the Ramsey County District Court, in part, to consider a request by the Trustees of Great Northern Iron Ore Properties for an increase in their compensation. By Order dated May 22, 2012, the Court approved an increase in the annual base compensation of the President of the Trustees (and Chief Executive Officer) from $180,000 per year to $200,000 per year and an increase in the annual bonus component of the President’s compensation from $80,000 per year to $100,000 per year (computed as 1% of the excess of the gross income of the Trust over $5 million for the year up to the maximum of $100,000 per year), both effective as of January 1, 2012, with the $100,000 bonus component payable in full for 2012 subject to the formula calculation. The Court also approved an increase in the annual compensation of each of the Trustees other than the President from $70,000 per year to $80,000 per year, plus an additional $5,000 per year payable to the Trustee serving in the role of Audit Committee Chair, also all effective as of January 1, 2012. The full text of the Court’s Order is set forth in Exhibit 10.1 attached hereto and is incorporated into this Current Report as if fully set forth herein.

 

 

Item 9.01    Financial Statements and Exhibits

 

(a) Financial statements of businesses acquired: None

 

(b) Pro forma financial information: None

 

(c) Shell company transactions: None

 

(d) Exhibits:

 

Exhibit No.   Document
10.1   Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 22, 2012, but effective January 1, 2012.

 

 

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SIGNATURES

 

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.

 

      GREAT NORTHERN IRON ORE PROPERTIES  
      (Registrant)  
           
Date May 23, 2012   By  /s/  Joseph S. Micallef  
        Joseph S. Micallef, Chief Executive Officer,
Trustee and President of the Trustees
(principal executive officer)		  
           
           
Date May 23, 2012   By /s/  Thomas A. Janochoski  
        Thomas A. Janochoski, Chief Financial Officer,
Vice President & Secretary
(principal financial and accounting officer)		  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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CURRENT REPORT ON FORM 8-K

 

EXHIBIT INDEX

 

GREAT NORTHERN IRON ORE PROPERTIES

 

W-1290 First National Bank Building

332 Minnesota Street

Saint Paul, Minnesota 55101-1361

 

Exhibit No.   Document
10.1   Court Order on Trustees’ Compensation (and annual hearing of accounts), dated May 22, 2012, but effective January 1, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 EX-10.1 3 gniop121982_ex10-1.htm COURT ORDER ON TRUSTEES' COMPENSATION

Exhibit 10.1

 

Court Order on Trustees’ Compensation (and annual hearing of accounts),

dated May 22, 2012, but effective January 1, 2012.

 

 

STATE OF MINNESOTA   DISTRICT COURT
     
COUNTY OF RAMSEY   SECOND JUDICIAL DISTRICT
     
    Court File No. C5-72-386008
     
In the Matter of the Trust known as    
Great Northern Iron Ore Properties   ORDER
     
     

 

This matter came on for hearing before the Court on May 22, 2012, upon the Petition for Allowance of Accounts and for Instructions by Joseph S. Micallef, Roger W. Staehle, Robert A. Stein and James E. Swearingen, the duly appointed and acting Trustees of the Trust known as Great Northern Iron Ore Properties.

Sue Ann Nelson of Fredrikson & Byron, P.A., appeared on behalf of the Trustees of the Trust known as Great Northern Iron Ore Properties.

The Court, having heard the arguments of counsel, and based upon the Petition, the affidavits filed in support of the Petition and the entire files and record herein,

IT IS HEREBY ORDERED:

1.Due, published and mailed notice of this hearing was given pursuant to the Court’s Order dated April 25, 2012, as more fully appears from the proof of publication and the Affidavits of Mailing contained in the file.
2.The accounts of the Trustees for the calendar year 2011 are approved, settled and allowed in all respects.
3.The requested increase in the compensation of the President of the Trustees from $180,000 per year to $200,000 per year and an increase in the bonus component from a maximum of $80,000 per year to a maximum of $100,000 per year (computed as 1% of the excess of the gross income of the Trust over $5 million for the year up to the maximum of $100,000), both effective as of January 1, 2012, with the $100,000 bonus component payable in full for 2012 subject to the formula calculation, is granted.

 

 
 

Exhibit 10.1 – Court Order (continued)

 

4.The requested increase in the compensation of the Trustees other than the President from $70,000 per year to $80,000 per year, effective as of January 1, 2012, is granted.
5.The requested additional compensation of $5,000 per year for the Trustee serving in the role of Audit Committee Chair, effective as of January 1, 2012, is granted.
      BY THE COURT
 		  
Dated:  May 22, 2012   /s/  Margaret M. Marrinan  
      Margaret M. Marrinan  
      Judge of District Court  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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