Summary
This 8-K filing from 3M Company, filed on August 12, 2005, reports on the compensation plan approved for Robert S. Morrison, who is serving as the interim Chief Executive Officer (CEO). The plan details a base salary of $1,200,000 and an annual profit sharing of $1,440,000, both prorated based on the duration of his service. Additionally, Morrison is set to receive nonqualified stock options valued at $3,500,000 annually, with specific vesting and exercise terms. Key aspects of the compensation package include the grant of initial stock options for 48,396 shares at an exercise price of $72.65. The plan also outlines provisions for reimbursement of temporary housing expenses and the use of company aircraft and a company-furnished automobile with a driver, along with a tax gross-up payment. Notably, Morrison has waived participation in the company's pension plans and his resignation upon the appointment of a new CEO will be treated as a 'Retirement' under the Management Stock Ownership Program (MSOP) to maintain the option term. His compensation as a non-employee director is suspended during his interim CEO tenure.
Key Highlights
- 1Robert S. Morrison appointed interim CEO with a compensation plan approved on August 8, 2005.
- 2Annual base salary of $1,200,000 and annual profit sharing of $1,440,000 for the interim CEO role.
- 3Grant of nonqualified stock options valued at an annual $3,500,000, with quarterly grants and a ten-year term.
- 4Initial stock option grant includes 48,396 shares at an exercise price of $72.65.
- 5Options vest over three years, and resignation upon appointment of a new CEO is considered 'Retirement' for option term preservation.
- 6Reimbursement for temporary housing, use of company aircraft, and a company car with driver are included.
- 7Tax gross-up payment provided for certain reimbursements and benefits; pension plan participation waived.