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 ) April 3, 2007
Masco Corporation
(Exact name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
1-5794
|
|
38-1794485 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer |
| of Incorporation)
|
|
|
|
Identification No.) |
| |
|
|
| 21001 Van Born Road, Taylor, Michigan
|
|
48180 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(313) 274-7400
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
The Company’s Board of Directors, through its Organization and Compensation Committee,
actively engages in succession planning for the Company’s senior management. As part of that
process, the Committee has discussed with Richard A. Manoogian, the Company’s Chairman and Chief
Executive Officer, and Alan H. Barry, the Company’s President and Chief Operating Officer, their
future intentions with respect to the Company. Mr. Barry has indicated his desire, if compatible
with the needs of the Company, to step down as President when he reaches the Company’s normal
retirement age of 65 in early 2008. Mr. Manoogian has expressed his willingness and intention to
remain actively involved in the management of the Company’s businesses but his desire, if feasible,
to transition from his role as Chief Executive Officer during 2007. As a result of these
discussions, Mr. Manoogian has agreed to continue to serve on a full time basis, at the pleasure of
the Board, as Executive Chairman or in a similar senior executive role, upon mutually acceptable
compensatory arrangements, through 2012, with the expectation that his position as Chief Executive
Officer would be transitioned during 2007 to Mr. Timothy Wadhams, the Company’s Senior Vice
President and Chief Financial Officer. It is anticipated that Mr. Wadhams will assume full
responsibilities of his new position in July. In exchange for Mr. Manoogian’s commitment to remain
with the Company in one of the capacities described above, the Company has agreed to continue to
make available to him the personal financial, tax, accounting and administrative assistance
comparable to the services currently provided (and described under “Certain Relationships and
Related Transactions — Other Related Party Transactions” in the Company’s Proxy Statement) and for
which Mr. Manoogian would continue to reimburse the Company for its incremental cost. In addition
to receiving these reimbursed services and the personal use of comparable office space to what is
currently provided, Mr. Manoogian will continue under this agreement, on the same basis as
currently exists, to have access to usage of the Company’s aircraft and corporate automobile and
driver as long as he continues as Executive Chairman or in a similar senior executive role or
Chairman of the Board of Directors but thereafter, only upon reimbursement to the Company of the
incremental cost of such usage. The agreement between Mr. Manoogian and the Company is attached
hereto as Exhibit 10 and is incorporated herein by reference.
Mr. Wadhams, age 58, has been employed as the Company’s Chief Financial Officer since October
2001.
Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99 and incorporated herein by reference is a copy of the press release
dated April 9, 2007 relating to the corporate leadership transition.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10 Agreement dated as of April 3, 2007 between Richard A. Manoogian and Masco Corporation.
99 Press release dated April 9, 2007.
EXHIBIT INDEX
10 Agreement dated as of April 3, 2007 between Richard A. Manoogian and Masco Corporation.
99 Press release dated April 9, 2007.