UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 21, 2007
STEELCASE INC.
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Michigan
(State of incorporation)
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1-13873
(Commission File Number)
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38-0819050
(IRS employer identification number) |
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901 44th Street SE
Grand Rapids, Michigan
(Address of principal executive offices)
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49508
(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 CRF 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))
EXPLANATORY NOTE
Steelcase Inc. is filing this Amendment No. 1 to the Current Report on Form 8-K filed on June
21, 2007 (the “Original Form 8-K”) to clarify that shareholders approved the reservation for
issuance of an additional 4,000,000 shares of Class A Common Stock under the Steelcase Inc.
Incentive Compensation Plan, rather than 4,000 shares as reported in the Original Form 8-K. The
correct text of Item 5.02(e) appears below.
| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On June 21, 2007, the shareholders of Steelcase Inc. (the “Company”) approved the amended
and restated Steelcase Inc. Management Incentive Plan (the “MIP”) and the amended and restated
Steelcase Inc. Incentive Compensation Plan (the “ICP”). The MIP allows the Company to grant annual
and long-term incentive compensation awards to its employees, and the ICP allows the Company to
grant stock options, stock appreciation rights, restricted stock, performance shares, performance
units, cash-based awards, phantom shares and other share-based awards to employees of the Company
or its subsidiaries or affiliates, directors of the Company and other
individuals designated by the
Company’s Board of Directors. An aggregate of 25,000,000 shares of the Company’s Class A Common
Stock are reserved for issuance under the ICP, following approval by the Company’s shareholders on
June 21, 2007 of the reservation of an additional 4,000,000 shares of Class A Common Stock. Awards
under the MIP and the ICP are determined by the Compensation Committee of the Company’s Board of
Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject
to certain limitations.
Copies of the MIP and ICP are attached as Exhibit 10.01 and Exhibit 10.02, respectively, and
are incorporated herein by reference. Summaries of the MIP and ICP are also included in the
Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May
17, 2007, beginning on page 50, and are incorporated herein by reference.
| Item 9.01 Financial Statements and Exhibits. |
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(d)
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| Exhibit Number |
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Description |
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10.1
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Steelcase Inc. Management Incentive Plan, as amended and restated as of February 24,
2007* |
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10.2
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Steelcase Inc. Incentive Compensation Plan, as amended and restated as of February 24, 2007* |
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Previously filed with the Original Form 8-K. |