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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 31, 2006
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WATTS WATER TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-11499 04-2916536
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
815 Chestnut Street, North Andover, Massachusetts 01845
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(Address of Principal Executive Offices) (Zip Code)
(978) 688-1811
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(Registrant's telephone number, including area code)
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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):
|_| 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 1.01. Entry into a Material Definitive Agreement.
Indemnification Agreement. Watts Water Technologies, Inc. (the
"Registrant") and Gregory J. Michaud, the Registrant's Executive Vice President
of Human Resources, entered into an indemnification agreement dated as of August
1, 2006. The indemnification agreement entered into between the Registrant and
Mr. Michaud is the Registrant's standard form of indemnification agreement
entered into with members of the Registrant's Board of Directors and certain
officers, a copy of which was filed as an exhibit to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended October 2, 2005. The indemnification
agreement provides indemnity, including the advancement of expenses, against
liabilities incurred in the performance of the director's or officer's duties to
the fullest extent permitted by the General Corporation Law of the State of
Delaware.
Executive Compensation. On July 31, 2006, the Compensation Committee of
the Board of Directors approved the annual base salary of the Registrant's Chief
Executive Officer after a review of the Chief Executive Officer's performance
and competitive market data. On August 1, 2006, the Board of Directors approved
the annual base salaries of the Registrant's other executive officers after a
review of performance and competitive market data. The following table sets
forth the annual base salary amounts of the Registrant's named executive
officers (which officers were determined by reference to the Registrant's proxy
statement, dated March 27, 2006) for 2005 and 2006:
Name and Position Year Base Salary
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Patrick S. O'Keefe 2006 $635,000
President and Chief Executive Officer 2005 $552,000
William C. McCartney 2006 $300,000
Chief Financial Officer and Treasurer 2005 $280,000
Paul A. Lacourciere 2006 $223,000
Executive Vice President of Manufacturing 2005 $213,000
J. Dennis Cawte 2006 (GBP)160,000
Group Managing Director, Europe 2005 (GBP)149,000
Douglas T. White 2006 $187,000
Group Vice President 2005 $180,000
The Compensation Committee also approved on July 31, 2006 an increase in
the target bonus as a percentage of base salary of the Registrant's Chief
Executive Officer from 85% to 90%.
On July 31, 2006, the Compensation Committee approved grants of
non-qualified stock options and restricted stock awards to certain officers and
key employees of the Registrant, with such grants and awards to be made as of
the third business day after the date that the Registrant releases its second
quarter earnings to the public, which date will be August 4, 2006. The stock
option grants and restricted stock awards will be made under the Registrant's
2004 Stock Incentive Plan and pursuant to the terms of non-qualified stock
option agreements and restricted stock agreements between the Registrant and
each officer or employee, substantially in the forms filed as exhibits to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 26,
2004. The exercise price for the stock options will be equal to the closing sale
price of the Registrant's class A common stock on the New York Stock Exchange on
the third business day after the date that the Registrant releases its second
quarter earnings to the public, which date will be August 4, 2006. The following
table sets forth the number of shares of class A common stock underlying the
stock options and restricted stock awards granted to the named executive
officers:
Number of Shares
Underlying Restricted
Name Stock Options Stock Awards
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Patrick S. O'Keefe 25,000 8,333
William C. McCartney 12,500 4,167
Paul A. Lacourciere 10,000 3,333
J. Dennis Cawte 7,500 2,500
Douglas T. White 5,000 1,667
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 hereunto duly authorized.
Date: August 3, 2006 WATTS WATER TECHNOLOGIES, INC.
By: /s/ Patrick S. O'Keefe
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Patrick S. O'Keefe
Chief Executive Officer