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):
May 23, 2006
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-9344 |
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56-0732648 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s telephone number, including area code: (610) 687-5253
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
Deferred Compensation Plan
On May 23, 2006, the Board of Directors of Airgas, Inc. (“the Company”) approved the Airgas,
Inc. Deferred Compensation Plan II (“the Plan”), which will be effective July 1, 2006. The purpose
of the Plan is to permit non-employee directors and a select group of highly compensated employees
of the Company and its subsidiaries to defer the receipt of income which would otherwise become
payable to them. It is intended that the Plan, by providing this deferral opportunity, will assist
the Company in retaining and attracting individuals of exceptional ability.
Plan participation is limited to non-employee directors and those key employees who are
designated by the committee, selected by the Board of Directors to administer the Plan, as eligible
to participate in the Plan. The Plan permits the deferral of up to 75% of a participant’s salary,
and up to 100% of a participant’s bonus or director’s fees. Generally, a participant must elect to
defer his or her salary or directors fees in the year before the year the salary or fees are
earned, and a participant must elect to defer his or her bonus at least six months before the end
of the performance measurement period for that bonus. Participant deferrals will be credited to a
bookkeeping account that will track valuation funds selected by the participant from a family of
funds made available by the Company under the Plan. Earnings, gains
and losses (“interest”) will be credited or
debited to a participant’s account based on earnings, gains and losses of the valuation funds
elected by the participant. Participant deferrals and interest credited or debited to the
Participant’s account are fully vested. However, participant deferrals are not protected from
investment risk.
Distributions from a participant’s account generally will be made on a participant’s
separation from service with the Company, unless a participant elects a specified date, which must
be at least three years after the date the deferrals are originally made. A participant may also
elect to have distributions made on the earlier of the specified date or separation from service.
Distributions will be made in a lump sum or annual, monthly or quarterly installments for periods
between two and fifteen years, as elected by the participant. A participant’s ability to change
his or her elections is restricted. A participant also may receive a distribution in the event of
an unforeseeable emergency.
The Plan is an unfunded plan. The obligation to make benefit payments under the Plan is
solely an obligation of the Company. However, the Company may establish one or more trusts to
assist in the payment of benefits. Any assets held by such a trust will be available to the
Company’s general creditors in the event of insolvency. Plan participants are unsecured creditors,
with no secured or preferential rights to any assets of the Company. At its sole discretion, the
Board may at any time partially or completely terminate the Plan. Distributions may be made from
participant accounts upon certain plan terminations if permitted by the Board.
Fiscal 2007 Bonus Targets
On
May 23, 2006, the Governance and Compensation Committee (the
“Committee”) of the Board
of Directors of the Company established the performance criteria, performance targets and specific
target awards for each of the participants for fiscal 2007 for the Company’s executive officers under the 2004 Executive Bonus Plan (the
“Bonus Plan”). The Committee determined that, except with respect to the Division Presidents, 70%
of the awards will be based on the Company’s attainment of specified targets relating to the
Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”), and 15% will
be payable based on the Company’s attainment of specified targets relating to return on capital.
With respect to the Division Presidents’ awards, 10% will be based on the Company’s attainment of
overall EBITDA, 55% will be based on the attainment of EBITDA by the Division President’s operating
companies, and 10% will be based on the attainment of return on average capital employed by the
Division President’s operating companies. In addition to the bonuses paid under the Bonus Plan,
15% of the executives’ bonuses will be based on individual performance. In addition to the bonuses
paid under the Bonus Plan, 15% of the Divisional Presidents’ bonuses will be based on their
operating companies meeting specific growth initiatives and 10% will be based on individual
performance. The Bonus Plan was previously attached as Appendix C to the Company’s 2003 definitive
proxy statement and was filed as Exhibit 10.14 to the Company’s March 31, 2005 Form 10-K.
Item 9.01 Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits.
99.1 — Airgas, Inc. Deferred Compensation Plan II (effective July 1, 2006)