UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2006
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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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 (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
On February 6, 2006, upon the recommendation of the Compensation and Human
Resources Committee (the "Committee") of the Board of Directors of Brightpoint,
Inc. (the "Company"), the Board of Directors took the following actions
regarding its executive officers', including its Chief Executive Officer's,
compensation for fiscal 2005 and 2006:
A. Award of 2005 Bonuses
Bonuses for the second half ("Unit 2") of 2005 for the Company's executive
officers, including the Chief Executive Officer, were awarded, in part, based on
the Company achieving certain predetermined profitability targets and metrics
for Unit 2 and the full year established by the Committee earlier in the year
relating to (i) income from continuing operations, (ii) return on invested
capital, and (iii) certain strategic objectives. In addition, the Committee
awarded to the executive officers, including the Chief Executive Officer,
additional ("Discretionary") bonuses based on the Company's performance. The
following table demonstrates the Unit 2 and Discretionary bonuses that were
granted, as well as each individual's total bonus for 2005:
Executive Officer Unit 2 Discretionary Total Bonus for Fiscal 2005
------------------------------------------- --------- ------------- ---------------------------
Robert J. Laikin, Chairman of the Board and $458,250 $842,084 $1,300,334(1)
Chief Executive Officer
J. Mark Howell, President, Brightpoint, Inc. $136,500 $670,673 $807,173
and Brightpoint North America
Anthony Boor, Executive Vice President, $105,000 $100,000 $205,000
Chief Financial Officer and Treasurer
Steven E. Fivel, Executive Vice President, $113,750 $316,470 $430,220
General Counsel and Secretary
Vincent Donargo, Vice President, Chief $0 $30,000 $30,000
Accounting Officer and Controller
(1) On February 6, 2006 Mr. Laikin was also awarded 10,000 restricted shares of
the Company's Common Stock, which will vest as to 3,334 shares on the
fourth anniversary of the date of grant and as to 3,333 shares on each of
the fifth and sixth anniversaries of the date of grant.
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B. Approval of Salary Increases for 2006.
The Company's Board of Directors, based on the recommendation of the Committee
approved the following Base Salary increases for the fiscal year ending December
31, 2006, effective as of January 1, 2006:
EXECUTIVE OFFICER NEW BASE SALARY FOR FISCAL 2006
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Robert J. Laikin, Chairman of the Board $750,000
and Chief Executive Officer
Anthony Boor, Executive Vice President, Chief Financial $350,000
Officer and Treasurer
Steven E. Fivel, Executive Vice President, General Counsel $360,000
and Secretary
J. Mark Howell, President, Brightpoint, Inc. $455,000
and Brightpoint North America
Vincent Danargo, Vice President, Chief Accounting Officer $180,000
and Controller
C. Executive Equity Program.
In connection with its administration of the Company's 2004 Long-Term Incentive
Plan (the "Plan"), and in furtherance of the goals of the Plan, the Committee
adopted a program (the "Executive Equity Program") pursuant to which, on
February 6, 2005, the Company's executive officers, including its Chief
Executive Officer, were granted performance based restricted stock units
("RSUs") under, and in accordance with, the Plan. The number of RSUs granted to
each executive officer was based on a target percentage of that executive's base
salary, as follows:
Target Equity Award
Name and Position (Up to % of Base Salary) Number of RSUs
----------------- ------------------------ --------------
Robert J. Laikin, Chairman of the Board and
Chief Executive Officer 125% 42,402
Anthony Boor, Executive Vice President,
Chief Financial Officer and Treasurer 100% 15,830
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Target Equity Award
Name and Position (Up to % of Base Salary) Number of RSUs
----------------- ------------------------ --------------
Steven E. Fivel, Executive Vice President,
General Counsel and Secretary 100% 16,282
J. Mark Howell, President, Brightpoint, Inc.
and Brightpoint North America 100% 20,579
Vincent Danargo, Vice President, Chief
Accounting Officer and Controller 50% 4,071
The Plan grants made pursuant to the Executive Equity Program are subject to
forfeiture, in whole or in part, prior to the first anniversary of the grant if
the Company does not achieve certain performance goals weighted as follows: (i)
income from continuing operations (up to 50%) and (ii) strategic objectives (up
to 50%). If any or all of the performance goals are not achieved, then the
corresponding percentage of the RSUs granted would be forfeited. Those RSUs no
longer subject to forfeiture vest in three equal annual installments beginning
with the first anniversary of the grant, subject to, and in accordance with the
Plan and the RSU agreements entered into between the Company and the grantee.
D. Approval of the 2006 Bonus Program
The Board of Directors of the Company, upon the recommendation of the Committee
also established a 2006 bonus program for the Company's executive officers,
including its Chief Executive Officer, which is based upon certain
pre-established targets for: (i) income from continuing operations (up to 50%),
and (ii) certain strategic objectives approved by the Committee (up to 50%). If
all of these targets are reached, Mr. Laikin, the Company's Chief Executive
Officer, will receive a cash bonus equal to 100% of his base salary and each of
the other executive officers will receive a cash bonus equal to 50% of their
respective base salaries as a bonus. If only certain of the targets are reached
then the executive officers, including the Chief Executive Officer, would be
entitled to receive the corresponding percentage of their potential bonus under
the program. The Committee retains discretion to increase an award based on
individual and Company performance.
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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 thereunto duly authorized.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President and
General Counsel
Date: February 10, 2006
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