8-KMaterial AgreementsOther EventsExhibits & Filings

ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (Nov 4, 2005)

Filed November 4, 2005For Securities:ROK

Summary

Rockwell Automation, Inc. (ROK) filed an 8-K report on November 4, 2005, detailing key changes to its executive compensation structure. The Board of Directors approved amendments to the 2000 Long-Term Incentives Plan to introduce performance shares, a new incentive mechanism for executives. This move signifies a strategic shift towards aligning executive rewards more closely with company performance and shareholder value creation. The amendments, approved on November 2, 2005, also included the adoption of a form of Performance Share Agreement and a form of Restricted Stock Agreement. The performance shares are tied to the total shareholder return of Rockwell's common stock relative to the S&P 500 over a three-year period, with vesting contingent on continued employment and subject to specific conditions like death, disability, retirement, or change in control. Similarly, restricted stock grants under the new agreement will vest on the third anniversary of the grant date, with similar exceptions for employment continuation.

Key Highlights

  • 1Rockwell Automation amended its 2000 Long-Term Incentives Plan to authorize the grant of performance shares.
  • 2The amendments were approved by the Board of Directors on November 2, 2005.
  • 3A form of Performance Share Agreement was approved, linking executive compensation to relative total shareholder return against the S&P 500.
  • 4Performance shares are subject to a three-year performance period (October 1, 2005 - September 30, 2008) and continued employment.
  • 5Vesting of performance shares includes provisions for death, disability, retirement, or change in control.
  • 6A form of Restricted Stock Agreement was also approved, with restricted stock vesting on the third anniversary of the grant date.
  • 7Vesting for restricted stock shares also includes provisions for death, disability, retirement, or change in control.

Frequently Asked Questions

The primary purpose of the amendments is to introduce performance shares as a new incentive tool for executives and to standardize the terms for restricted stock grants, thereby better aligning executive compensation with the company's performance and shareholder value.

Performance shares are granted under the amended plan, and their value is determined based on Rockwell's total shareholder return relative to the S&P 500 over a three-year period. Executives must remain employed for three years from the grant date to be eligible, subject to certain exceptions.

The restricted stock grants under the new agreement will be deemed fully earned on the third anniversary of the date of the Restricted Stock Agreement, provided the grantee remains an employee and subject to provisions for death, disability, retirement, or change in control.

The exhibits filed include the Form of Performance Share Agreement, the Form of Restricted Stock Agreement, and the Memorandum of Amendments to the Rockwell Automation, Inc. 2000 Long-Term Incentives Plan, all as amended.