-----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, Mu3j+jkw9wubQCXFSL5xygy3EVnUcYvS+59SUPNiU7+yc9b8dHrFFE/qXsDCexq2 d7iqHcOKVO6FGc8nwHJDaw== 0000916540-05-000012.txt : 20050622 0000916540-05-000012.hdr.sgml : 20050622 20050622154936 ACCESSION NUMBER: 0000916540-05-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARLING INTERNATIONAL INC CENTRAL INDEX KEY: 0000916540 STANDARD INDUSTRIAL CLASSIFICATION: FATS & OILS [2070] IRS NUMBER: 362495346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13323 FILM NUMBER: 05910220 BUSINESS ADDRESS: STREET 1: 251 O CONNOR RIDGE BLVD STREET 2: STE 300 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9727170300 MAIL ADDRESS: STREET 1: 251 OCONNOR RIDGE BLVD STREET 2: #300 CITY: IRVING STATE: TX ZIP: 75038 8-K 1 k8ltip.htm 8K LONG TERM INCENTIVE PLAN

                                                                                                                                                                                                                              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Act of 1934

Date of Report (Date of Earliest Event Reported): June 22, 2005

 

 

Commission file number 000-24620

DARLING INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

36-2495346

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)

251 O’CONNOR RIDGE BLVD., SUITE 300

IRVING, TEXAS

75038

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 972.717.0300

 

 

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 (17CFR 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 1.01

Entry into a Material Definitive Agreement.

 

Long-Term Incentive Program

On June 16, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of Darling International Inc. (the “Company”) adopted a long-term incentive program (the “LTIP”) for key employees and non-employee directors of the Company, pursuant to the Company’s 2004 Omnibus Incentive Plan (the “2004 Omnibus Plan”). The initial focus of the LTIP is to provide performance-based compensation for the top five executives of the Company (the “Named Executive Officers”) and formula-based equity compensation to non-employee directors of the Company. Other executives and employees of the Company will be identified for participation by the Committee based on recommendations submitted by the Company’s Chief Executive Officer.

Premium Stock Options.

Under the LTIP, Named Executive Officers will receive annual grants of premium stock options with an exercise price of the fair market value on the date of the grant, plus ten percent. The premium stock options vest over three years in equal increments. The number of options granted is determined by application of a formula designed to maintain the total annual compensation (a combination of cash and long-term incentives) of the Named Executive Officers near a 50th percentile target of total compensation for similarly situated executives. The premium stock options are granted only if the Company achieves a certain EBITDA target determined by the Board of Directors. The 50th percentile compensation target may be exceeded for a year in which performance significantly exceeds goals.

Performance Based Restricted Stock.

Periodic grants of restricted stock that have accelerated vesting contingent upon stock value increases (“Performance Based Restricted Stock”) may also be granted under the LTIP. Generally, the Committee will consider grants of Performance Based Restricted Stock every three years, beginning in fiscal 2004, and will determine the number of shares to be granted in each instance. If a new Named Executive Officer joins the Company, that individual may be granted restricted stock during an interim year. Whole share grants of Performance Based Restricted Stock will not have an exercise price and will vest based upon either (i) an employee’s time and service with the Company (generally six years) or (ii) predetermined increases in stock price. Award sizes will be determined based upon a competitive compensation analysis and target compensation, and grants will be made only under certain conditions of EBITDA growth.

Non-Employee Director Grants.

Non-employee directors are granted options for 4,000 shares of the Company’s common stock on the date of their initial election to the Board of Directors. The exercise price of such options is the fair market value on the date of the grant. The options granted to non-employee directors vest in 25% increments beginning on the sixth-month anniversary of the date of the grant and on each of the first, second and third annual anniversaries. In addition, if the Company achieves certain EBITDA targets that are established in advance by the Board of Directors, each non-employee director is granted options for 4,000 shares of the Company’s common stock on the date the Company’s independent auditors sign their consent for the filing of the Company’s annual report. The exercise price for such options is the fair market value on the date of grant. These options vest in 25% increments beginning on the sixth-month anniversary of the date of the grant and on each of the first, second and third annual anniversaries.

 

Additional Awards.

The Committee will periodically evaluate the advisability of grants of long-term incentives to the executives and employees of the Company. The Committee will make such awards as it determines are appropriate, advisable, and in the best interests of the Company, all in accordance with the 2004 Omnibus Plan.

A copy of the LTIP policy statement is set forth in Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(c)

Exhibits

 

10.1

Darling International Inc. Compensation Committee Long-Term Incentive Program Policy Statement

 


 

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 hereunto duly authorized.

 

 

 

 

DARLING INTERNATIONAL INC.


Date: June 22, 2005

 

By:


/s/ John O. Muse

 

 

 

John O. Muse

Executive Vice President

Finance and Administration

 

 

 

 

 EX-10 2 incentiv.htm 10.1 LTIP AGREEMENT

EXHIBIT 10.1

                

                

 

DARLING INTERNATIONAL INC. COMPENSATION COMMITTEE

LONG-TERM INCENTIVE PROGRAM POLICY STATEMENT

 

This policy is a statement of the plan for implementation of the Long-Term Incentive Program (“Program”) for non-employee directors and employees of Darling International Inc. (the “Company”), pursuant to the Company’s Omnibus Incentive Plan approved by its stockholders in May, 2005.

 

Program Objectives

 

•      Provide incentives to Darling executives to accomplish the Company’s long-term financial goals.

•      Align the interests of Company executives with the interests of stockholders.

•      Provide performance-based equity compensation for the Company’s top executives, other senior management and non-employee directors by drawing a strong connection between Darling performance and awards.

•      Target a competitive range of annual long-term incentive opportunities for the Company’s top five executives, where actual awards are tied directly to Company business performance and creation and enhancement of stockholder value.

•      Encourage executive retention and equity ownership by offering fair compensation enhancement opportunities over time.

 

 

Eligibility and Participation

 

•      The initial focus of the Program will be to provide performance-based compensation for the top five executives of the Company, that is, the Chief Executive Officer and the Executive Vice Presidents of Finance and Administration, Sales and Services, Operations, and Commodities (“Named Executive Officers”).

•      Other executives and employees of the Company will be identified for participation by the Darling Compensation Committee, based on recommendations submitted by the Chief Executive Officer.

•      Non-Employee Directors of the Company will receive formula-based equity compensation as more fully described below.

 

 


 

Structure and Implementation

 

The Darling Compensation Committee will initially use two vehicles to implement the Program for the top five executives of the Company.

 

•      Until revised or amended by the Darling Compensation Committee, the basic plan for the Named Executive Officers will consist of annual grants of premium stock options (as more fully described below, “Premium Stock Options”), with the size of the grant scaled by prior year Company EBITDA growth percentage. This vehicle is designed to encourage Company and individual performance and earnings growth.

 

•      Premium Stock Options. The Darling Compensation Committee will determine the precise number of Premium Stock Options to be granted to each executive identified above. Premium Stock Option grants for the top five senior executives will be made as follows:

•      The exercise price will be the fair market value on the date of the grant, plus ten percent.

 

•      Premium Stock Options will vest over three years, 1/3 on each anniversary of the grant date in equal increments.

 

•      The number of options granted will be determined by application of a formula designed to maintain the total annual compensation, that is the combination of cash and long-term incentives, of the Named Executive Officers near a 50th percentile target of total compensation for similarly situated executives. These options will only be granted if the Company achieves an EBITDA target determined by the Board of Directors for this purpose not later than the end of the first quarter of the applicable fiscal year.

 

•      Individual awards may vary according to individual contribution and potential contribution. The 50th percentile compensation target may be exceeded for a year in which performance significantly exceeds goals.

 

 

 

•      The other vehicle will provide periodic restricted stock grants with accelerated vesting contingent upon stock value increase (“Performance Based Restricted Stock”). Grants of Performance Based Restricted Stock will generally be considered every three years, beginning in fiscal 2004. This vehicle is designed to encourage retention and enhance long-term executive and Company performance.

 

 

 


 

 

•      Performance Based Restricted Stock. The Darling Compensation Committee will determine the number of shares of Performance Based Restricted Stock to be granted in each instance. Whole share grants of Performance Based Restricted Stock will not have an exercise price and will vest based on one of two possible scenarios, as follows:

•      Time and Service to the Company. Performance Based Restricted Stock will vest after the executive completes six years of continued employment with the Company after the grant date. This serves as an important retention incentive.

•      Performance. Vesting of Performance Based Restricted Stock Grants will accelerate if certain stock price increases are achieved and maintained for a period determined by the Darling Compensation Committee.

•      Award sizes will be determined based upon a competitive compensation analysis and target compensation. Grants will be made only under certain conditions of EBITDA growth, as determined by the Darling Compensation Committee.

 

Non Employee Director Grants.

 

•      Non-Employee Directors will automatically be granted options for 4,000 shares of the Company’s common stock on the date of their initial election to the Board of Directors by the stockholders. The exercise price will be the fair market value on the date of the grant. Such grants will vest in 25% increments on the sixth month anniversary and on each of the first, second and third annual anniversaries of the date of the grant.

•      Each Non-Employee Director will automatically be granted options for 4,000 shares of the Company’s common stock on the date the Company’s independent auditors sign their consent for the filing of the Company’s Annual Report on Form 10-K each year, if the Company achieves 90% of the targeted EBITDA for the most recently completed fiscal year which is the subject of the annual report. The exercise price will be the fair market value on the date of grant. These grants will also vest in 25% increments on the sixth month anniversary and on each of the first, second and third annual anniversaries of the date of the grant. Target EBITDA will be established by the Board of Directors not later than the end of the first fiscal quarter of the applicable year.

 

Additional Awards.

 

The Compensation Committee will periodically evaluate the advisability of grants of Long-Term Incentives to the executives and employees of the Company. The Committee will make such awards as it determines are appropriate, advisable, and in the best interests of the Company, all in accordance with the Omnibus Incentive Plan approved by the Company’s stockholders on May 11, 2005.

 

 

 

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