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 9, 2007
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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.)
2601 Metropolis Parkway, Suite 210
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 9, 2007, 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 2006 and 2007:
A. Award of 2006 Bonuses and Performance-Based Equity Awards for 2006:
Bonuses and performance-based equity awards for 2006 for the Company's executive
officers, including the Chief Executive Officer, were awarded based on the
Company achieving certain predetermined targets and metrics for the full year
established by the Committee earlier in the year relating to (i) income from
continuing operations, and (ii) certain strategic objectives. The following
table demonstrates bonuses and performance-based equity awards that were
granted:
Bonus for Equity Awarded
Executive Officer Fiscal 2006 for Fiscal 2006
--------------------------------- ----------- ---------------
Robert J. Laikin, Chairman of the $750,000 50,882
Board and Chief Executive Officer
J. Mark Howell, President, $227,500(1) 24,694
Brightpoint, Inc. and Brightpoint
North America
Anthony Boor, Executive Vice $175,000 18,996
President, Chief Financial Officer
and Treasurer
Steven E. Fivel, Executive Vice $180,000 19,538
President, General Counsel
and Secretary
Vincent Donargo, Vice President, Chief $ 90,000 4,885
Accounting Officer and Controller
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(1) On February 9, 2007 Mr. Howell was also awarded 20,000 restricted shares of
the Company's Common Stock, which will vest fully on the third anniversary
of the date of grant.
B. Approval of Salary Increases for 2007.
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, 2007, effective as of January 1, 2007:
EXECUTIVE OFFICER NEW BASE SALARY FOR FISCAL 2007
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Robert J. Laikin, Chairman of the Board $800,000
and Chief Executive Officer
J. Mark Howell, President, Brightpoint, Inc. $493,700
and Brightpoint North America
Anthony Boor, Executive Vice President, $375,000
Chief Financial Officer and Treasurer
Steven E. Fivel, Executive Vice President, $375,000
General Counsel and Secretary
Vincent Donargo, Vice President, $200,000
Chief Accounting Officer 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 9, 2007, 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 grants made pursuant to
the Executive Equity Program are subject to forfeiture, in whole or in part,
prior to or on 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. The number of
RSUs granted to each executive officer was based on a target percentage of that
executive's base salary, as follows:
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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% 93,197
J. Mark Howell, President,
Brightpoint, Inc. and
Brightpoint North America 100% 46,011
Anthony Boor, Executive Vice
President, Chief Financial
Officer and Treasurer 100% 34,949
Steven E. Fivel, Executive
Vice President, General Counsel
and Secretary 100% 34,949
Vincent Donargo, Vice President,
Chief Accounting Officer
and Controller 50% 9,320
D. Approval of the 2007 Bonus Program.
The Board of Directors of the Company, upon the recommendation of the Committee
also established a 2007 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 achieved
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.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 7, 2007, Brightpoint North America L.P., a subsidiary of the
Company, entered into a Fourth Amendment to its October 29, 2001 distribution
agreement with Nokia Inc. The Fourth Amendment resulted in certain changes in
product order processes and procedures and distribution requirements. Subject to
the terms of the Fourth Amendment, which include certain exceptions and
exclusions, Brightpoint North America L.P. will continue to be the exclusive
authorized distributor for Nokia brand mobile phones in the United States.
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ITEM 8.01 OTHER EVENTS
On February 9, 2007, Richard W. Roedel, a director of the Company terminated his
Sales Plan which he previously entered into pursuant to Rule 10b5-1 of the
Securities Exchange Act of 1934 with a brokerage firm on May 25, 2006.
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 15, 2007
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