UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): DECEMBER 16, 2005
WAUSAU PAPER CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 1-13923 39-0690900
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
100 PAPER PLACE
MOSINEE, WI 54455-9099
(Address of principal executive offices, including Zip Code)
(715) 693-4470
(Registrant's telephone number, including area code)
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:
* Written communications pursuant to Rule 425 under the Securities Act (17
CFR 23.425)
* 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))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 16, 2005, the Compensation Committee of the Company's Board
of Directors (the "Compensation Committee") took the following actions
concerning director and executive compensation in addition to awards under the
Company's 2000 Stock Incentive Plan.
DIRECTOR COMPENSATION POLICY
The Board of Directors Compensation Policy was revised as follows:
Previous As Adopted December 16
Retainer 2,000/month $2,000/month
Board Meetings $1,000 $1,500
$1,000 telephonic
Committee Chair Retainer $5,000 Audit and Executive $5,000 Audit and Executive
$3,000 Compensation and Governance $3,000 Compensation and Governance
Committee Meetings $500 $1,000
$500 telephonic
Options 15,000 shares upon initial election 3,000 shares annually on
10,000 shares per additional term annual meeting date(1)
Restricted Stock Units N/A $15,000 equivalent value
(Performance Units) annually(2)
Deferred Comp Plan Yes Yes(3)
D&O Yes Yes
(1) Effective with the annual meeting of shareholders to be held in (a)
2006 with respect to Class I Directors, (b) 2007 with respect to each
person elected a Class II
-1-
Director in 2004, and (c) 2008 with respect to each person elected a
Class III Director in 2005. All directors elected
by the Board to fill a vacancy shall receive an initial grant of options
with respect to 3,000 shares upon election by the Board.
(2) Each person who is a Director on the first business day of a fiscal
year which begins on or after January 1, 2006 shall be credited with (a)
that number of whole and fractional Performance Units ("Units") which is
determined by dividing (i) $15,000 by (ii) the fair market value of the
Company's common stock on such date and (b) corresponding Dividend
Equivalents. Each person who is first elected a Director on a date other
than the first business day of a fiscal year shall be credited with such
Units and corresponding Dividend Equivalents on the date of such
election. See Appendix A to Exhibit 10.1 to this Form 8-K which is
incorporated herein by reference. The form of director Performance Unit
grant agreement is filed with this Form 8-K as Exhibit 10.2.
(3) No change in calculation of deferred benefit; will now require
annual election to be filed before January 1 as to the amount of fees to
be deferred in the next fiscal year and the payment options for those
deferred amounts.
EXECUTIVE OFFICER COMPENSATION
BASE SALARIES
At the recommendation of the President and CEO, no change was made in the
base salaries of executive officers for the 2006 fiscal year. Base salaries
remain as established on December 17, 2004.
INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
The Committee established the Incentive Compensation Plan for
Executive Officers. Under the Plan, executive officers are entitled to receive
incentive compensation based upon:
(1) the level of achievement by the Company of targeted goals for
earnings per share;
(2) the level of achievement of specified individual performance
objectives, including, by way of example, achievement of targeted
levels of certain components of working capital, achievement of
targeted rates of return on approved capital projects, increases in
productivity and volume of product shipped, revenues derived from
new products, and operating cost containment; and
(3) for executive officers with direct segment operating
responsibility, achievement of targeted segment operating profit
targets.
-2-
The Incentive Compensation Plan is attached to this Form 8-K as
Exhibit 10.3 and incorporated herein by reference.
DEFERRED COMPENSATION PLANS
The Company's deferred compensation plans were amended in various
respects to comply with the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code"). The President, Executive Vice
President, Administration, and Senior Vice President, Finance were authorized
to make such further amendments to the plans (without further Committee
approval) as they deem necessary or appropriate to maintain compliance with
Code Section 409A as final regulations and Internal Revenue Service
interpretations are issued.
In addition, the Company's 2005 Stock Incentive Plan was amended to
provide for the grant of options that are immediately exercisable. Prior to
this amendment, all options had a minimum six-month holding period.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 Board of Directors Compensation Policy (December 16, 2005)
Exhibit 10.2 Form of Grant of Performance Units Pursuant to Director
Compensation Policy dated December 16, 2005
Exhibit 10.3 Incentive Compensation Plan for Executive Officers
Exhibit 10.4 2005 Directors Deferred Compensation Plan
Exhibit 10.5 Director Retirement Benefit Policy
Exhibit 10.6 2005 Executive Deferred Compensation Plan
Exhibit 10.7 2000 Stock Incentive Plan
Exhibit 10.8 Supplemental Retirement Benefit Plan dated January 16, 1992
Exhibit 10.9 Deferred Compensation Agreement dated March 2, 1990
Exhibit 10.10 Mosinee Paper Corporation Supplemental Retirement Benefit
Plan dated November 12, 1991
Exhibit 10.11 Standard Form of Non-Qualified Stock Option Agreement
Exhibit 10.12 Standard Form of Non-Qualified Stock Option Agreement for
Directors
-3-
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 hereunto duly authorized.
WAUSAU PAPER CORP.
Date: December 21, 2005 By: SCOTT P. DOESCHER
Scott P. Doescher
Senior Vice President-Finance
-4-
EXHIBIT INDEX
TO
FORM 8-K
OF
WAUSAU PAPER CORP.
DATED DECEMBER 16, 2005
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
EXHIBIT 10.1 BOARD OF DIRECTORS COMPENSATION POLICY (DECEMBER 16, 2005)
EXHIBIT 10.2 FORM OF GRANT OF PERFORMANCE UNITS PURSUANT TO DIRECTOR
COMPENSATION POLICY DATED DECEMBER 16, 2005
EXHIBIT 10.3 INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS
EXHIBIT 10.4 2005 DIRECTORS DEFERRED COMPENSATION PLAN
EXHIBIT 10.5 DIRECTOR RETIREMENT BENEFIT POLICY
EXHIBIT 10.6 2005 EXECUTIVE DEFERRED COMPENSATION PLAN
EXHIBIT 10.7 2000 STOCK INCENTIVE PLAN
EXHIBIT 10.8 SUPPLEMENTAL RETIREMENT BENEFIT PLAN DATED JANUARY 16, 1992
EXHIBIT 10.9 DEFERRED COMPENSATION AGREEMENT DATED MARCH 2, 1990
EXHIBIT 10.10 MOSINEE PAPER CORPORATION SUPPLEMENTAL RETIREMENT BENEFIT PLAN
DATED NOVEMBER 12, 1991
EXHIBIT 10.11 STANDARD FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
EXHIBIT 10.12 STANDARD FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT FOR
DIRECTORS
-5-