8-KLeadership ChangesExhibits & Filings

PACCAR INC 8-K Report, Executive Changes (Dec 10, 2007)

Filed December 10, 2007For Securities:PCAR

Summary

PACCAR Inc (PCAR) announced a change in its Board of Directors and a modification to its compensation plan for non-employee directors in its December 10, 2007, 8-K filing. Gregory M.E. Spierkel was elected to the Board of Directors, effective April 22, 2008, filling the vacancy left by Harold A. Wagner's retirement. Mr. Spierkel's compensation will align with the company's standard arrangements for non-employee directors, including meeting fees and an annual retainer, plus a prorated restricted stock award. Furthermore, the company approved an Amended and Restated Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, allowing for deferred restricted stock units as an alternative to direct grants. This filing also clarified a prior announcement regarding K. R. Gangl's retirement; Mr. Gangl will now serve as vice president and treasurer, a non-executive role, effective January 1, 2008, rather than retiring.

Key Highlights

  • 1Election of Gregory M.E. Spierkel to the Board of Directors, effective April 22, 2008.
  • 2Mr. Spierkel will fill the vacancy created by Harold A. Wagner's retirement.
  • 3Standard compensation for non-employee directors to be provided to Mr. Spierkel, including prorated restricted stock award.
  • 4Approval of Amended and Restated Restricted Stock and Deferred Compensation Plan for Non-Employee Directors.
  • 5The amended plan allows election of deferred restricted stock units in lieu of restricted stock grants.
  • 6Clarification of K. R. Gangl's role: will serve as Vice President and Treasurer (non-executive) instead of retiring.
  • 7Effective date for Mr. Gangl's new role is January 1, 2008.

Frequently Asked Questions

Gregory M.E. Spierkel has been elected to PACCAR's Board of Directors, effective April 22, 2008. He is joining to fill the vacancy created by the retirement of Harold A. Wagner and will serve for the remainder of Mr. Wagner’s term.

The Amended and Restated Restricted Stock and Deferred Compensation Plan for Non-Employee Directors allows for greater flexibility by permitting directors to elect deferred restricted stock units instead of receiving a direct grant of restricted stock. This could impact the timing and form of equity compensation awarded to directors.

K. R. Gangl, who was previously reported to be retiring as a senior vice president, has decided not to retire. Instead, he has been elected as Vice President and Treasurer, a non-executive officer role, effective January 1, 2008.

Non-employee directors like Mr. Spierkel will receive a $7,500 Board meeting fee, a $5,000 Committee meeting fee, an annual retainer of $75,000 (prorated), and a restricted stock award valued at $90,000 (prorated).