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
February 16, 2006
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Date of report (Date of earliest event reported)
HUBBELL INCORPORATED
(exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
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(Address of Principal Executive Offices) (Zip Code)
(203) 799-4100
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report.)
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 (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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Bonus Awards for Fiscal Year 2005
On February 16, 2006, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Hubbell Incorporated (the "Company") authorized
the payment of bonus awards for the 2005 fiscal year to named executive officers
of the Company pursuant to the Senior Executive Incentive Compensation Plan (the
"Senior Executive Plan") and the Hubbell Incorporated Incentive Compensation
Plan (the "Compensation Plan"). The awards were made in accordance with the 2005
Annual Incentive Guidelines attached as Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on February
24, 2005, except that T.P. Smith received a bonus award of $260,100, equal to
the maximum payout of 150%, rather than the $250,563 (a 144.5% payout) he would
have been entitled to in accordance with the filed guidelines. The additional
amount was awarded in recognition of the fact that Mr. Smith had significantly
exceeded his maximum payout goal relating to operating profit and his maximum
payout goal with respect to one of two components relating to working capital,
while achieving more than the target but less than the maximum payout goal with
respect to the other component.
Bonus Criteria for Fiscal Year 2006
On February 16, 2006, the Committee approved the 2006 Annual Incentive
Guidelines under the Compensation Plan (the "2006 Guidelines"). The 2006
Guidelines set participation levels under the Compensation Plan at percentages
of base salaries previously assigned to designated positions within the Company
(for named executive officers, those levels (as a percentage of base salary) are
100% for the Chief Executive Officer, 70% for the Chief Financial Officer and
Group Vice President, Lighting, 60% for other Group Vice Presidents and 50% for
other officers. When all financial and individual goals are met, 100% of the
target bonus amount will be paid. If goals are exceeded, an individual's bonus
award may exceed his target bonus amount, up to a maximum of 200%. If any goals
are not met, such award will be less than the target bonus amount, with a
minimum award of 50% of the targeted bonus amount, provided that if financial
results fall short of a predetermined threshold performance level, no bonuses
will be paid with respect thereto. Awards will be paid to the Company's named
executive officers who are corporate officers based upon specified earnings per
share targets. Awards to named executive officers who are group vice presidents
will be based on specified earnings per share targets, specified operating
profit and working capital targets for the applicable business platform and a
specified strategic objective for the platform, while awards to business
platform executives will be based upon specified operating profit and working
capital for the applicable business platform and a specified strategic
objective for the platform. With respect to named executive officers other than
the Company's Chief Executive Officer, the Chief Executive Officer will also
assess such individuals' attainment of non-financial goals in addition to
specified strategic objectives and, as appropriate, may increase or decrease an
earned award by
up to 25%, subject to Compensation Committee approval; provided that no addition
will be made to any award with respect to a covered individual under Section 162
(m) of the Internal Revenue Code of 1986. The foregoing summary of the 2006
Guidelines Plan is qualified in its entirety by the full text of the 2006
Guidelines, which is attached hereto as Exhibit 10.1 and is incorporated herein
by reference.
In addition, the Committee by resolution established performance criteria based
on net earnings of the Company for the bonus payable to T. H. Powers as Chief
Executive Officer and D. G. Nord as Chief Financial Officer under the Senior
Executive Plan. Pursuant to such criteria, the maximum amount of Mr. Power's
bonus for 2006 would equal the lesser of (i)15% of the amount of the incentive
compensation fund established under the Compensation Plan or (ii) $5,000,000,
subject, in the case of (ii), to shareholder approval of the Senior Executive
Plan at the Company's 2006 annual meeting of shareholders, while the maximum
amount of Mr. Nord's bonus for 2006 would equal the lesser of (i) 10% of the
amount of the incentive compensation fund established under the Compensation
Plan or (ii) $5,000,000, subject, in the case of (ii), to shareholder approval
of the Senior Executive Plan at the Company's 2006 annual meeting of
shareholders. The Committee may decrease each of such amounts in its discretion,
including by reference to what Mr. Powers or Mr. Nord would receive if either
were a participant under the Compensation Plan with a participation level of
100% of their base salary, as set forth in the 2006 Guidelines.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
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10.1 Hubbell Incorporated Incentive Compensation Plan 2006
Annual Incentive Guidelines
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.
HUBBELL INCORPORATED
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(Registrant)
Date February 22, 2006
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/s/ Richard W. Davies
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(Signature)*
Name: Richard W. Davies
*Print Name and title of the signing Title: Vice President, General
officer under his signature. Counsel and Secretary