Thermo Fisher Scientific Inc. Form 8-K for 03-01-07
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):
February
28, 2007
________________________________________
THERMO
FISHER SCIENTIFIC INC.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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1-8002
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04-2209186
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification
|
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incorporation
or organization)
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Number)
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81
Wyman Street, P.O. Box 9046
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Waltham,
Massachusetts
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02454-9046
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(Address
of principal executive offices)
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(Zip
Code)
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(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):
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))
Item
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers
Compensatory
Arrangements of Certain Officers
On
February 28, 2007, the Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Thermo Fisher Scientific Inc. (the “Company”) took
the following actions relating to executive compensation:
2006
Executive Compensation Matters
Annual
Cash Incentive Plans - Approval of Payout of Cash Bonuses for 2006.
The
Compensation Committee approved the payout of cash bonuses for 2006 to the
Company’s executive officers under the Company’s 2003 Annual Incentive Award
Plan (the “162(m) Plan”), which was approved by the stockholders of the Company
at its 2003 Annual Meeting of Stockholders. The Compensation Committee exercised
its discretion to lower the amount of the cash bonuses payable under the 162(m)
Plan based on its determinations as to the level of achievement of the
applicable supplemental performance metrics for 2006 under the Company’s annual
cash incentive program, which operates in connection with the 162(m) Plan.
The
amount of cash bonuses approved by the Compensation Committee to be paid to
the
Company’s “named executive officers” (as defined by Item 402(a)(3) of Regulation
S-K)
is set forth in the table below.
2007
Executive Compensation Matters
Annual
Cash Incentive Plans - Establishment of Criteria for 2007 Bonus. The
Compensation Committee established the performance goal under the 162(m) Plan
for 2007 as earnings before interest, taxes and amortization, excluding the
impact of charges for restructuring, discontinued operations, other unusual
or
non-recurring items and cumulative effects of accounting changes (“Adjusted
Operating Income”); and determined the percentage of Adjusted Operating Income
that each of the Company’s executive officers is entitled to receive as a cash
bonus for 2007 under the 162(m) Plan, subject to the Compensation Committee’s
right to lower, but not raise, the actual cash bonus to be paid to such
executive officer for the year. The Compensation Committee’s determination as to
whether to lower the actual cash bonus to be paid to executive officers is
generally based on the results of its determinations under the Company’s annual
cash incentive program for that year (which is described in the next
paragraph).
The
Compensation Committee also established a target cash bonus amount for each
of
the Company’s executive officers as well as supplemental performance metrics for
such officers and the Company as a whole under the Company’s annual cash
incentive program for 2007. The target amount for each of the Company’s
executive officers, which is a percentage of base salary (ranging from 45%
to
110%), was determined by the Compensation Committee based on the salary level
and position of such officer within the Company. The supplemental performance
metrics are based on (a) (70%) financial measures for the Company, comprised
of
growth in (i) revenue (adjusted for the impact of acquisitions and divestitures
and for foreign currency changes) (35%) and (ii) earnings (adjusted for
restructuring charges and certain other items of income or expense) before
interest, taxes and amortization as a percentage of revenue (35%) and (b) (30%)
qualitative measures of the Company’s executive officers’ contributions to the
achievement of certain business objectives of the Company. For each of the
financial measures, the Company’s actual performance will be measured relative
to the Company’s internal operating plan for 2007. After giving effect to the
weighting of the supplemental performance metrics, a range of performance for
the financial and qualitative measures, corresponding to a multiplier of 0
to 2,
will be applied to the target cash bonus amounts for all of the Company’s
officers, including its executive officers. The sum of these amounts will be
added together to form a bonus pool for all of the Company’s officers, including
its executive officers, and will allocated by the Compensation Committee among
such officers.
Base
Salary - Approval of Increases.
Effective April 1, 2007, the Compensation Committee increased the annual base
salary of certain of the Company’s executive officers. The annual base salary
approved by the Compensation Committee for the Company’s “named executive
officers” (as defined by Item 402(a)(3) of Regulation S-K) is set forth in the
table below.
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Name
|
2006
Cash Bonus
|
2007
Salary
(Effective
April 1, 2007)
|
|
Marijn
E. Dekkers
President
and Chief Executive Officer
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$2,135,000
|
$1,050,000
|
|
Marc
N. Casper
Executive
Vice President
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$950,667
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$670,000
|
|
Guy
Broadbent
Senior
Vice President
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$592,000
|
$500,000
|
|
Peter
M. Wilver
Senior
Vice President, Chief Financial Officer
|
$524,833
|
$535,000
|
|
Seth
H. Hoogasian
Senior
Vice President, General Counsel and Secretary
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$487,000
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$435,000
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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, on this 1st
day of March, 2007.
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THERMO
FISHER SCIENTIFIC INC.
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By:
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/s/
Seth H. Hoogasian
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Seth
H. Hoogasian
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Senior
Vice President, General Counsel and Secretary
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