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) August 19, 2008
Harsco Corporation
(Exact name of registrant as specified in its charter)
DE |
1-3970 |
23-1483991 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
350 Poplar Church Road, Camp Hill PA, 17011 |
17011 |
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(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 717-763-7064
________________________________________________________________________________
(Former name or former address, if changed since last report)
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): | ||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | 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)) |
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Harsco Corporation (the "Company") announced that on August 19, 2008, Henry W. Knueppel was appointed to the Company's Board of Directors (the "Board"), effective September 1, 2008. Mr. Knueppel will be deemed an independent director on the Board. Mr. Knueppel's appointment to the Board will bring its current membership to 11, of whom nine are independent directors. Mr. Knueppel is not currently designated to serve on any committees of the Board.
Mr. Knueppel is Chairman and Chief Executive officer of Regal Beloit Corporation, a multi-national organization with operations throughout North America, Europe and Asia serving the HVAC, industrial motor, power transmission and power generation markets. He has served with Regal Benoit in increasingly senior management responsibilities since 1979.
Consistent with the fee schedule established by the Compensation Committee of the Board for non-employee Directors, beginning September 1, 2008, Mr. Knueppel will receive an annual cash retainer of $35,000, $1,500 for each Board meeting attended, $750 for any telephonic meetings and $1,500 for each Board committee meeting attended. Mr. Knueppel will also receive a fee of $1,500 per day for other meetings and duties he is asked to perform in addition to standard Board meetings or duties.
Mr. Knueppel will participate in the Harsco 1995 Non-Employee Directors’ Stock Plan, as amended, and each year during which he serves as a Director, effective the first business day of May 2009, Mr. Knueppel will receive a grant of restricted stock units (currently 2,000 shares), which shall vest in April of the following calendar year. In addition, Mr. Knueppel will be eligible to participate in the Deferred Compensation Plan for Non-Employee Directors, which permits Harsco’s non-employee directors to defer all or a portion of their Board retainer and Board meeting fees until a future date selected by the Director. Mr. Knueppel will also be entitled to indemnification pursuant to a standard director Indemnity Agreement with Harsco.
There are no understandings or arrangements between Mr. Knueppel and any other person pursuant to which Mr. Knueppel was selected to serve as a director of Harsco. There are no family relationships between Mr. Knueppel and any director, executive officer or person nominated or chosen by Harsco to become a director or executive officer, and there are no transactions between Mr. Knueppel or any immediate family member and Harsco or any of its subsidiaries.
The full text of the press release relating to Mr. Knueppel’s Board appointment is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release dated August 19, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Harsco Corporation |
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Date: August 22, 2008 |
By: /s/ STEPHEN J. SCHNOOR Stephen J. Schnoor Senior Vice President and Chief Financial Officer |
Exhibit Index | ||
99.1 | Press release dated August 19, 2008 |