UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): November 13, 2008
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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| Delaware
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001-09764
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11-2534306 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
400 Atlantic Street, Suite 1500
Stamford, CT 06901
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 328-3500
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 8.01. Other Events
On November 13, 2008, the Compensation and Option Committee (the “Committee”) of the
Board of Directors of Harman International Industries, Incorporated (the “Company”)
determined that it would not (1) make equity grants to Dinesh Paliwal, the Company’s Chief
Executive Officer, to replace the special cash bonus Mr. Paliwal is entitled to receive under his
letter agreement with the Company or (2) adjust the enterprise value performance levels of the
special cash bonus.
On October 21, 2008, the Company filed with the Securities and Exchange Commission a
definitive proxy statement related to the Company’s 2008 annual meeting of stockholders. The proxy
statement disclosed that the Committee was considering changes to the special cash bonus provided
to Mr. Paliwal under a November 2007 amendment to his May 2007 letter agreement. Under the terms
of the special cash bonus, Mr. Paliwal has the ability to earn up to $75 million based on the
Company’s enterprise value in November 2012. No bonus will be paid if the Company’s enterprise
value at the end of the measurement period is less than 1.3 times the Company’s enterprise value on
November 9, 2007. The changes considered by the Committee were to replace the special cash bonus
with an equity award under the Company’s 2002 Stock Option and Incentive Plan, as amended, and to
adjust the enterprise value performance levels based on a $43 stock price. At the request of Mr.
Paliwal and as discussed above, the Committee is no longer considering these modifications.
Assuming current debt levels and shares outstanding, Mr. Paliwal will not receive any bonus at the
end of the measurement period unless the Company achieves a stock price at that time of
approximately $115.Mr. Paliwal will receive a pro rata portion of the bonus between $0 and $75 million if the Company’s
enterprise value is between 1.3 and 3 times the Company’s enterprise value on November 9, 2007. For Mr. Paliwal to earn the maximum award of $75 million, the Company must
achieve a stock price of approximately $260 at the end of the measurement period, assuming current debt levels and shares outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1
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Letter Agreement, dated May 8, 2007, between Harman
International Industries, Incorporated and Dinesh Paliwal
(filed as Exhibit 10.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 9, 2007,
and incorporated herein by reference). |
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10.2
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Amendment to the Letter Agreement, dated November 29, 2007,
between Harman International Industries, Incorporated and
Dinesh Paliwal (filed as Exhibit 10.2 to the Current Report on
Form 8-K filed with the Securities and Exchange Commission on
December 4, 2007, and incorporated herein by reference). |