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):
January 26, 2005
CERIDIAN CORPORATION
| Delaware | 1-15168 | 41-1981625 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3311 East Old Shakopee Road, Minneapolis, Minnesota 55425
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (952) 853-8100
No Change
(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:
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 1.01 Entry into a Material Definitive Agreement. | ||||||||
| SIGNATURES | ||||||||
Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2005, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors of Ceridian Corporation (the “Company”) approved the following salary increases for 2005 and made the following cash bonus awards for 2004 pursuant to the individual’s cash bonus plan previously approved by the Committee in 2004 to the Company’s chief executive officer and the next four most highly compensated persons serving as executive officers as of December 31, 2003:
| 2004 | 2005 | |||||||||||||
| Name | Title | Salary | Salary | Bonus Award | ||||||||||
Ronald L. Turner |
Chairman, President | $ | 725,000 | $ | 725,000 | 0 | ||||||||
| and CEO | ||||||||||||||
John R. Eickhoff (1) |
Executive Vice | $ | 400,000 | $ | 400,000 | (1) | 0 | |||||||
| President and Chief | ||||||||||||||
| Financial Officer | ||||||||||||||
Robert H. Ewald (2) |
Former Executive | $ | 450,000 | (2) | 0 | |||||||||
| Vice President and | ||||||||||||||
| President, Ceridian | ||||||||||||||
| Human Resource | ||||||||||||||
| Solutions | ||||||||||||||
Gary A. Krow |
Executive Vice | $ | 325,000 | $ | 350,000 | $ | 360,000 | |||||||
| President and | ||||||||||||||
| President of | ||||||||||||||
| Comdata | ||||||||||||||
Gary M. Nelson (3) |
Executive Vice | $ | 290,000 | $ | 315,000 | $ | 100,000 | |||||||
| President, Chief | ||||||||||||||
| Administrative | ||||||||||||||
| Officer, General | ||||||||||||||
| Counsel and | ||||||||||||||
| Corporate Secretary | ||||||||||||||
(1) As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 15, 2004, Mr. Eickhoff will retire upon the filing of Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2003, Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, and Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2004 and September 30, 2004.
(2) As previously disclosed in a Current Report on Form 8-K filed with the SEC on January 10, 2005, Mr. Ewald resigned as Executive Vice President of the Company, President, Ceridian Human Resource Solutions and from the Company’s Board of Directors on January 10, 2005.
(3) Mr. Nelson assumed the additional responsibilities of being the Company’s Chief Administrative Officer on January 24, 2005.
2
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.
| CERIDIAN CORPORATION |
||||
| /s/ Gary M. Nelson | ||||
| Gary M. Nelson Executive Vice President, Chief Administrative |
||||
| Officer, General Counsel and Corporate Secretary | ||||
Dated: February 1, 2005
3